FGPR 10-Q Quarterly Report Oct. 31, 2018

FGPR 10-Q Quarter ended Oct. 31, 2018

Exhibits

Exhibits

FERRELLGAS PARTNERS L P

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10-Q 1 fgp_20191031x10q.htm 10-Q Document

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q



x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended October 31, 2018
or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from to

Commission file numbers: 001-11331, 333-06693, 000-50182 and 000-50183

Ferrellgas Partners, L.P.

Ferrellgas Partners Finance Corp.

Ferrellgas, L.P.

Ferrellgas Finance Corp.

(Exact name of registrants as specified in their charters)



Delaware Delaware Delaware Delaware		43-1698480 43-1742520 43-1698481 14-1866671
(States or other jurisdictions of incorporation or organization)		(I.R.S. Employer Identification Nos.)

7500 College Boulevard, Suite 1000, Overland Park, Kansas		66210
(Address of principal executive office)		(Zip Code)

Registrants’ telephone number, including area code: (913) 661-1500

Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrants have submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrants were required to submit such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Ferrellgas Partners, L.P. and Ferrellgas, L.P. ¨

Ferrellgas Partners Finance Corp. and Ferrellgas Finance Corp. ¨

Indicate by check mark whether the registrants are shell companies (as defined in Rule 12b-2 of the Exchange Act).

Ferrellgas Partners, L.P. and Ferrellgas, L.P. Yes ¨ No x

Ferrellgas Partners Finance Corp. and Ferrellgas Finance Corp. Yes x No ¨

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At November 30, 2018, the registrants had common units or shares of common stock outstanding as follows:



Ferrellgas Partners, L.P.	97,152,665	Common Units
Ferrellgas Partners Finance Corp.	1,000	Common Stock
Ferrellgas, L.P.	n/a	n/a
Ferrellgas Finance Corp.	1,000	Common Stock

Documents Incorporated by Reference: None

EACH OF FERRELLGAS PARTNERS FINANCE CORP. AND FERRELLGAS FINANCE CORP. MEET THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION

H(1)(A) AND (B) OF FORM 10-Q AND ARE THEREFORE, WITH RESPECT TO EACH SUCH REGISTRANT, FILING THIS FORM 10-Q WITH THE REDUCED DISCLOSURE FORMAT.

FERRELLGAS PARTNERS, L.P.

FERRELLGAS PARTNERS FINANCE CORP.

FERRELLGAS, L.P.

FERRELLGAS FINANCE CORP.

TABLE OF CONTENTS



	PART I - FINANCIAL INFORMATION	Page
ITEM 1.	FINANCIAL STATEMENTS (unaudited)

	Ferrellgas Partners, L.P. and Subsidiaries
	Condensed Consolidated Balance Sheets – October 31, 2018 and July 31, 2018	4
	Condensed Consolidated Statements of Operations – Three months ended October 31, 2018 and 2017	5
	Condensed Consolidated Statements of Comprehensive Loss – Three months ended October 31, 2018 and 2017	6
	Condensed Consolidated Statement of Partners’ Deficit – Three months ended October 31, 2018	7
	Condensed Consolidated Statements of Cash Flows – Three months ended October 31, 2018 and 2017	8
	Notes to Condensed Consolidated Financial Statements	9

	Ferrellgas Partners Finance Corp.
	Condensed Balance Sheets – October 31, 2018 and July 31, 2018	26
	Condensed Statements of Operations – Three months ended October 31, 2018 and 2017	26
	Condensed Statements of Cash Flows – Three months ended October 31, 2018 and 2017	27
	Notes to Condensed Financial Statements	28

	Ferrellgas, L.P. and Subsidiaries
	Condensed Consolidated Balance Sheets – October 31, 2018 and July 31, 2018	29
	Condensed Consolidated Statements of Operations – Three months ended October 31, 2018 and 2017	30
	Condensed Consolidated Statements of Comprehensive Loss – Three months ended October 31, 2018 and 2017	31
	Condensed Consolidated Statement of Partners’ Deficit – Three months ended October 31, 2018	32
	Condensed Consolidated Statements of Cash Flows – Three months ended October 31, 2018 and 2017	33
	Notes to Condensed Consolidated Financial Statements	34

	Ferrellgas Finance Corp.
	Condensed Balance Sheets – October 31, 2018 and July 31, 2018	56
	Condensed Statements of Operations – Three months ended October 31, 2018 and 2017	56

Table of Contents



	Condensed Statements of Cash Flows – Three months ended October 31, 2018 and 2017	57
	Notes to Condensed Financial Statements	58

ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	59
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	76
ITEM 4.	CONTROLS AND PROCEDURES	77

	PART II - OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	78
ITEM 1A.	RISK FACTORS	78
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	79
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	79
ITEM 4.	MINE SAFETY DISCLOSURES	79
ITEM 5.	OTHER INFORMATION	79
ITEM 6.	EXHIBITS	E-1

Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATE MENTS (unaudited)



FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except unit data)
(unaudited)
	October 31, 2018			July 31, 2018
ASSETS
Current assets:
Cash and cash equivalents	$	63,188		$	119,311
Accounts and notes receivable, net (including $137,560 and $120,079 of accounts receivable pledged as collateral at October 31, 2018 and July 31, 2018, respectively)	136,189			126,054
Inventories	106,560			83,694
Prepaid expenses and other current assets	34,003			34,862
Total current assets	339,940			363,921

Property, plant and equipment, net	566,078			557,723
Goodwill, net	247,478			246,098
Intangible assets (net of accumulated amortization of $403,690 and $399,629 at October 31, 2018 and July 31, 2018, respectively)	117,452			120,951
Other assets, net	72,842			74,588
Total assets	$	1,343,790		$	1,363,281

LIABILITIES AND PARTNERS' DEFICIT
Current liabilities:
Accounts payable	$	59,664		$	46,820
Short-term borrowings	—			32,800
Collateralized note payable	90,000			58,000
Other current liabilities	185,968			142,025
Total current liabilities	335,632			279,645

Long-term debt	2,081,243			2,078,637
Other liabilities	38,654			39,476
Contingencies and commitments (Note K)

Partners' deficit:
Common unitholders (97,152,665 units outstanding at October 31, 2018 and July 31, 2018)	(1,041,971		)	(978,503		)
General partner unitholder (989,926 units outstanding at October 31, 2018 and July 31, 2018)	(70,433		)	(69,792		)
Accumulated other comprehensive income	8,050			20,510
Total Ferrellgas Partners, L.P. partners' deficit	(1,104,354		)	(1,027,785		)
Noncontrolling interest	(7,385		)	(6,692		)
Total partners' deficit	(1,111,739		)	(1,034,477		)
Total liabilities and partners' deficit	$	1,343,790		$	1,363,281
See notes to condensed consolidated financial statements.

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FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except unit data)
(unaudited)

	For the three months ended October 31,
	2018			2017
Revenues:
Propane and other gas liquids sales	$	334,966		$	302,758
Midstream operations	—			120,760
Other	17,343			31,137
Total revenues	352,309			454,655

Costs and expenses:
Cost of sales - propane and other gas liquids sales	204,136			179,515
Cost of sales - midstream operations	—			108,125
Cost of sales - other	3,047			13,702
Operating expense	110,331			110,462
Depreciation and amortization expense	18,992			25,732
General and administrative expense	14,179			13,164
Equipment lease expense	7,863			6,741
Non-cash employee stock ownership plan compensation charge	2,748			3,962
Loss on asset sales and disposals	4,504			895

Operating loss	(13,491		)	(7,643		)

Interest expense	(43,878		)	(40,807		)
Other income, net	19			511

Loss before income taxes	(57,350		)	(47,939		)

Income tax expense	158			377

Net loss	(57,508		)	(48,316		)

Net loss attributable to noncontrolling interest	(493		)	(401		)

Net loss attributable to Ferrellgas Partners, L.P.	(57,015		)	(47,915		)

Less: General partner's interest in net loss	(570		)	(479		)

Common unitholders' interest in net loss	$	(56,445	)	$	(47,436	)

Basic and diluted net loss per common unit	$	(0.58	)	$	(0.49	)

Cash distributions declared per common unit	$	—		$	0.10
See notes to condensed consolidated financial statements.

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FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands)
(unaudited)

	For the three months ended October 31,
	2018			2017

Net loss	$	(57,508	)	$	(48,316	)
Other comprehensive income (loss):
Change in value of risk management derivatives	(8,154		)	22,449
Reclassification of gains on derivatives to earnings, net	(4,433		)	(3,949		)
Other comprehensive income (loss)	(12,587		)	18,500
Comprehensive loss	(70,095		)	(29,816		)
Less: Comprehensive loss attributable to noncontrolling interest	(620		)	(215		)
Comprehensive loss attributable to Ferrellgas Partners, L.P.	$	(69,475	)	$	(29,601	)
See notes to condensed consolidated financial statements.

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FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF PARTNERS' DEFICIT
(in thousands)
(unaudited)

	Number of units								Accumulated other comprehensive income			Total Ferrellgas Partners, L.P. partners' deficit						Total partners' deficit
	Common unitholders	General partner unitholder	Common unitholders			General partner unitholder			Accumulated other comprehensive income			Total Ferrellgas Partners, L.P. partners' deficit			Non-controlling interest			Total partners' deficit
Balance at July 31, 2018	97,152.7	989.9	$	(978,503	)	$	(69,792	)	$	20,510		$	(1,027,785	)	$	(6,692	)	$	(1,034,477	)
Contributions in connection with non-cash ESOP compensation charges	—	—	2,693			27			—			2,720			28			2,748
Distributions	—	—	(9,716		)	(98		)	—			(9,814		)	(101		)	(9,915		)
Net loss	—	—	(56,445		)	(570		)	—			(57,015		)	(493		)	(57,508		)
Other comprehensive loss	—	—	—			—			(12,460		)	(12,460		)	(127		)	(12,587		)
Balance at October 31, 2018	97,152.7	989.9	$	(1,041,971	)	$	(70,433	)	$	8,050		$	(1,104,354	)	$	(7,385	)	$	(1,111,739	)
See notes to condensed consolidated financial statements.

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FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
	For the three months ended October 31,
	2018			2017
Cash flows from operating activities:
Net loss	$	(57,508	)	$	(48,316	)
Reconciliation of net loss to net cash provided by (used in) operating activities:
Depreciation and amortization expense	18,992			25,732
Non-cash employee stock ownership plan compensation charge	2,748			3,962
Loss on asset sales and disposals	4,504			895
Unrealized gain on derivative instruments	—			1,607
Provision for doubtful accounts	519			693
Deferred income tax expense	150			364
Other	3,193			2,238
Changes in operating assets and liabilities, net of effects from business acquisitions:
Accounts and notes receivable, net of securitization	(10,654		)	(23,862		)
Inventories	(22,866		)	(33,160		)
Prepaid expenses and other current assets	(6,391		)	(6,936		)
Accounts payable	13,159			13,496
Accrued interest expense	31,987			32,438
Other current liabilities	6,677			39,550
Other assets and liabilities	(2,124		)	(768		)
Net cash provided by (used in) operating activities	(17,614		)	7,933

Cash flows from investing activities:
Business acquisitions, net of cash acquired	(4,625		)	(13,867		)
Capital expenditures	(23,433		)	(20,154		)
Proceeds from sale of assets	1,061			1,208
Other	(292		)	—
Net cash used in investing activities	(27,289		)	(32,813		)

Cash flows from financing activities:
Distributions	(9,814		)	(9,813		)
Proceeds from issuance of long-term debt	—			23,580
Payments on long-term debt	(281		)	(281		)
Net reductions in short-term borrowings	(32,800		)	(5,879		)
Net additions to collateralized short-term borrowings	32,000			19,000
Cash paid for financing costs	(224		)	(287		)
Noncontrolling interest activity	(101		)	(100		)
Net cash provided by (used in) financing activities	(11,220		)	26,220

Net change in cash and cash equivalents	(56,123		)	1,340
Cash and cash equivalents - beginning of period	119,311			5,760
Cash and cash equivalents - end of period	$	63,188		$	7,100
See notes to condensed consolidated financial statements.

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FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per unit data, unless otherwise designated)

(unaudited)

A. Partnership organization and formation

Ferrellgas Partners, L.P. (“Ferrellgas Partners”) was formed April 19, 1994 , and is a publicly traded limited partnership, owning an approximate 99% limited partner interest in Ferrellgas, L.P. (the "operating partnership"). Ferrellgas Partners and the operating partnership, collectively referred to as “Ferrellgas,” are both Delaware limited partnerships and are governed by their respective partnership agreements. Ferrellgas Partners was formed to acquire and hold a limited partner interest in the operating partnership. As of October 31, 2018 , Ferrell Companies, Inc. ("Ferrell Companies") beneficially owns 22.8 million Ferrellgas Partners common units. Ferrellgas, Inc. (the "general partner"), a wholly-owned subsidiary of Ferrell Companies, has retained an approximate 1% general partner interest in Ferrellgas Partners and also holds an approximate 1% general partner interest in the operating partnership, representing an effective 2% general partner interest in Ferrellgas on a combined basis. As general partner, it performs all management functions required by Ferrellgas. Unless contractually provided for, creditors of the operating partnership have no recourse with regards to Ferrellgas Partners.

Ferrellgas Partners is a holding entity that conducts no operations and has two subsidiaries, Ferrellgas Partners Finance Corp. and the operating partnership. Ferrellgas Partners owns a 100% equity interest in Ferrellgas Partners Finance Corp., whose only business activity is to act as the co-issuer and co-obligor of debt issued by Ferrellgas Partners. The operating partnership is the only operating subsidiary of Ferrellgas Partners.

Ferrellgas is primarily engaged in the retail distribution of propane and related equipment sales. The propane distribution market is seasonal because propane is used primarily for heating in residential and commercial buildings. Ferrellgas serves residential, industrial/commercial, portable tank exchange, agricultural, wholesale and other customers in all 50 states, the District of Columbia, and Puerto Rico.

Due to seasonality, the results of operations for the three months ended October 31, 2018 are not necessarily indicative of the results to be expected for the full fiscal year ending July 31, 2019 .

The condensed consolidated financial statements of Ferrellgas reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of the interim periods presented. All adjustments to the condensed consolidated financial statements were of a normal recurring nature. Certain prior period amounts have been reclassified to conform to the current period presentation. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with (i) the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and (ii) the consolidated financial statements and accompanying notes included in Ferrellgas' Annual Report on Form 10-K for fiscal 2018 .

B. Summary of significant accounting policies

(1) Accounting estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from these estimates. Significant estimates impacting the consolidated financial statements include accruals that have been established for contingent liabilities, pending claims and legal actions arising in the normal course of business, useful lives of property, plant and equipment assets, residual values of tanks, capitalization of customer tank installation costs, amortization methods of intangible assets, valuation methods used to value sales returns and allowances, allowance for doubtful accounts, fair value of reporting units, recoverability of long-lived assets, assumptions used to value business combinations, fair values of derivative contracts and stock-based compensation calculations.

(2) New accounting standards:

FASB Accounting Standard Update No. 2014-09

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update ("ASU") 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). The issuance is part of a joint effort by the FASB and the International Accounting Standards Board ("IASB") to enhance financial reporting by creating common revenue recognition guidance for U.S. GAAP and International Financial Reporting Standards ("IFRS") and, thereby, improving the consistency of requirements, comparability of practices and usefulness of disclosures. Upon adoption, Ferrellgas applied ASU 2014-09 only to contracts that were not completed, referred to as open contracts.

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Ferrellgas adopted ASU 2014-09 beginning on August 1, 2018 using the modified retrospective method. This method requires that the cumulative effect of initially applying ASU 2014-09 be recognized in partner’s deficit at the date of adoption, August 1, 2018. ASU 2014-09 has not materially impacted Ferrellgas’ consolidated financial statements, and as a result there was no cumulative effect to record as of the date of adoption. Results for reporting periods beginning after August 1, 2018 are presented under ASU 2014-09, while amounts reported for prior periods have not been adjusted and continue to be reported under accounting standards in effect for those periods. See Note G - Revenue from contracts with customers for additional information related to revenues and contract costs, including qualitative and quantitative disclosures required under ASU 2014-09.

FASB Accounting Standard Update No. 2016-02

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Ferrellgas is currently evaluating the impact of its pending adoption of ASU 2016-02 on the consolidated financial statements. Ferrellgas has formed an implementation team, completed training on the new standard, and is working on its implementation process for the new standard. Ferrellgas believes that the adoption of this standard, which will be effective for Ferrellgas August 1, 2019, will result in material increases to right of use assets and lease liabilities on our consolidated balance sheet.

FASB Accounting Standard Update No. 2016-13

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) which requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. This standard is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Entities will apply the standard's provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. Ferrellgas is currently evaluating the impact of its pending adoption of this standard on the consolidated financial statements.

FASB Accounting Standard Update No. 2017-12

In August 2017, the FASB issued ASU 2017-12, Financial Instruments - Derivatives and Hedging (Topic 815) - Targeted Improvements to Accounting for Hedging Activities which is intended to improve the financial reporting for hedging relationships to better portray the economic results of an entity's risk management activities in its financial statements. This standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Ferrellgas is currently evaluating the impact of its pending adoption of this standard on the consolidated financial statements.

FASB Accounting Standard Update No. 2018-15

In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract which is intended to clarify the accounting for implementation costs related to a cloud computing arrangement that is a service contract. This standard is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Ferrellgas is currently evaluating the impact of its pending adoption of this standard on the consolidated financial statements.

C. Supplemental financial statement information

Inventories consist of the following:



	October 31, 2018		July 31, 2018
Propane gas and related products	$	93,195	$	71,180
Appliances, parts and supplies, and other	13,365		12,514
Inventories	$	106,560	$	83,694

In addition to inventories on hand, Ferrellgas enters into contracts to take delivery of propane for supply procurement purposes with terms that generally do not exceed 36 months . Most of these contracts call for payment based on market prices at the date of delivery. As of October 31, 2018 , Ferrellgas had committed, for supply procurement purposes, to take delivery of approximately 32.0 million gallons of propane at fixed prices.

Other assets, net consist of the following:

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	October 31, 2018		July 31, 2018
Notes receivable, less current portion	$	27,569	$	27,491
Other	45,273		47,097
Other assets, net	$	72,842	$	74,588

Other current liabilities consist of the following:



	October 31, 2018		July 31, 2018
Accrued interest	$	54,210	$	22,222
Customer deposits and advances	34,056		22,829
Other	97,702		96,974
Other current liabilities	$	185,968	$	142,025

Shipping and handling expenses are classified in the following condensed consolidated statements of operations line items:



	For the three months ended October 31,
	2018		2017
Operating expense	$	47,443	$	43,314
Depreciation and amortization expense	1,072		1,112
Equipment lease expense	7,519		6,069
Total shipping and handling expenses	$	56,034	$	50,495

Certain cash flow and significant non-cash activities are presented below:



	For the three months ended October 31,
	2018			2017
Cash paid for:
Interest	$	8,930		$	6,129
Income taxes	$	2		$	6
Non-cash investing and financing activities:
Liabilities incurred in connection with acquisitions	$	1,096		$	1,232
Change in accruals for property, plant and equipment additions	$	(315	)	$	140

D. Accounts and notes receivable, net and accounts receivable securitization

Accounts and notes receivable, net consist of the following:



	October 31, 2018			July 31, 2018
Accounts receivable pledged as collateral	$	137,560		$	120,079
Accounts receivable	1,191			8,272
Note receivable - current portion	132			132
Other	27			26
Less: Allowance for doubtful accounts	(2,721		)	(2,455		)
Accounts and notes receivable, net	$	136,189		$	126,054

At October 31, 2018 , $137.6 million of trade accounts receivable were pledged as collateral against $90.0 million of collateralized notes payable due to a commercial paper conduit. At July 31, 2018 , $ 120.1 million of trade accounts receivable were pledged as collateral against $58.0 million of collateralized notes payable due to the commercial paper conduit. These accounts receivable pledged as collateral are bankruptcy remote from the operating partnership. The operating partnership does not provide any guarantee or similar support to the collectability of these accounts receivable pledged as collateral.

As of October 31, 2018 , Ferrellgas had received cash proceeds of $90.0 million from trade accounts receivables securitized, with no remaining capacity to receive additional proceeds or issue letters of credit. As of July 31, 2018 , Ferrellgas had received

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cash proceeds of $58.0 million from trade accounts receivables securitized, with no remaining capacity to receive additional proceeds. Borrowings under the accounts receivable securitization facility had a weighted average interest rate of 5.3% and 5.2% as of October 31, 2018 and July 31, 2018 , respectively.

Debt

Short-term borrowings

Ferrellgas classifies borrowings on the revolving line of credit portion of its Senior Secured Credit Facility as short-term because they are used to fund working capital needs that management intends to pay down within the twelve month period following the balance sheet date. As of October 31, 2018 , there were no amounts classified as short-term borrowings. As of July 31, 2018 , $32.8 million was classified as short-term borrowings. For further discussion see the secured credit facility section below.

Secured credit facilities

As of October 31, 2018 , the operating partnership had borrowings of $275.0 million under the Term Loan at a rate of 8.01% , which was classified as long-term debt, and no borrowings under the Revolving Facility. As of October 31, 2018 , Ferrellgas had available borrowing capacity under its Revolving Facility of $186.9 million . As of July 31, 2018 , the operating partnership had borrowings of $275.0 million under the Term Loan at a rate of 7.86% , which was classified as long-term debt, and $32.8 million under the Revolving Facility at a rate of 9.75% , which was classified as short-term borrowings. As of July 31, 2018 , Ferrellgas had available borrowing capacity under its Revolving Facility of $159.3 million .

Letters of credit outstanding at October 31, 2018 and July 31, 2018 totaled $113.1 million and $107.9 million , respectively, and were used to secure insurance arrangements, product purchases and commodity hedges. At October 31, 2018 , Ferrellgas had available letter of credit remaining capacity of $11.9 million . At July 31, 2018 , Ferrellgas had available letter of credit remaining capacity of $17.1 million .

Debt and interest expense reduction and refinancing strategy

Ferrellgas continues to execute on a strategy to further reduce its debt and interest expense. This strategy included entering into the new Senior Secured Credit Facility and amending its accounts receivable securitization facility in May 2018 and certain asset sales during fiscal 2018. Ferrellgas continues to evaluate all available options to address its leverage.

Financial covenants

The indenture governing the outstanding notes of Ferrellgas Partners and the agreements governing the operating partnership’s indebtedness contain various covenants that limit Ferrellgas Partners' ability and the ability of specified subsidiaries to, among other things, make restricted payments and incur additional indebtedness. The general partner believes that the most restrictive of these covenants is the consolidated fixed charge coverage ratio, as defined in the indenture governing the outstanding notes of Ferrellgas Partners, and the consolidated fixed charge coverage ratio, as defined in the indentures governing the outstanding notes of the operating partnership.

Consolidated fixed charge coverage ratio - Ferrellgas Partners, L.P., the master limited partnership

Before a restricted payment (as defined in the Ferrellgas Partners indenture) can be made by Ferrellgas Partners, Ferrellgas Partners must be in compliance with the consolidated fixed charge coverage ratio covenant under the Ferrellgas Partners indenture. If Ferrellgas Partners is unable to make restricted payments, Ferrellgas Partners will not have the ability to make distributions to Ferrellgas Partners common unitholders.

This covenant requires that the ratio of trailing four quarters EBITDA to interest expense (both as adjusted for certain, specified items) of Ferrellgas Partners be at least 1.75 x before a restricted payment (as defined in the indenture) can be made by Ferrellgas Partners. If this ratio were to drop below 1.75 x, the indenture allows Ferrellgas Partners to make restricted payments of up to $50.0 million in total over a sixteen quarter period while below this ratio. As of October 31, 2018 , the ratio was 1.40 x. As a result of distributions paid to common unitholders in September 2017, December 2017, March 2018, June 2018, and September 2018 while this ratio was less than 1.75 x, Ferrellgas Partners is currently restricted by this covenant from making future restricted payments, including distributions to common unitholders. Accordingly, no distributions will be paid to common unitholders in December 2018 for the three months ended October 31, 2018 . Unless this indenture is amended or replaced, or our consolidated fixed charge coverage ratio improves to at least 1.75 x this covenant will continue to restrict us from making common unit distributions for our quarter ending January 31, 2019 and beyond.

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Consolidated fixed charge coverage ratio - Ferrellgas, L.P., the operating partnership

Before a restricted payment (as defined in the indentures governing the outstanding notes of the operating partnership) can be made by the operating partnership to Ferrellgas Partners, the operating partnership must be in compliance with the consolidated fixed charge coverage ratio covenant under the operating partnership indentures. If the operating partnership is unable to make restricted payments, Ferrellgas Partners will not have the ability to make distributions to Ferrellgas Partners common unitholders or make interest payments on Ferrellgas Partners’ unsecured senior notes due 2020.

The covenant requires that the ratio of trailing four quarters EBITDA to interest expense (both as adjusted for certain, specified items) of the operating partnership be at least 1.75 x before a restricted payment (as defined in the indentures) can be made by the operating partnership. If this ratio were to drop below 1.75 x, the indentures allow the operating partnership to make restricted payments with certain limitations. If it were in violation of the covenant as of October 31, 2018 , the operating partnership believes that it would have sufficient capacity within these limitations to satisfy the current restricted payment requirements of Ferrellgas Partners through the maturity of the unsecured senior notes due 2020. As of October 31, 2018 , the ratio was 1.77 x; the margin allows for approximately $1.1 million of additional interest expense or approximately $2.0 million less EBITDA.

F. Partners' deficit

As of October 31, 2018 and July 31, 2018 , Ferrellgas Partners limited partner units, which are listed on the New York Stock Exchange under the symbol “FGP,” were beneficially owned by the following:



	October 31, 2018	July 31, 2018
Public common unitholders	69,612,939	69,612,939
Ferrell Companies (1)	22,529,361	22,529,361
FCI Trading Corp. (2)	195,686	195,686
Ferrell Propane, Inc. (3)	51,204	51,204
James E. Ferrell (4)	4,763,475	4,763,475

(1) Ferrell Companies is the owner of the general partner and is an approximate 23% direct owner of Ferrellgas Partners' common units and thus a related party. Ferrell Companies also beneficially owns 195,686 and 51,204 common units of Ferrellgas Partners held by FCI Trading Corp. ("FCI Trading") and Ferrell Propane, Inc. ("Ferrell Propane"), respectively, bringing Ferrell Companies' beneficial ownership to 23.4% at October 31, 2018 .

(2) FCI Trading is an affiliate of the general partner and thus a related party.

(3) Ferrell Propane is controlled by the general partner and thus a related party.

(4) James E. Ferrell is the Interim Chief Executive Officer and President of our general partner; and is the Chairman of the Board of Directors of our general partner and a related party. JEF Capital Management owns 4,758,859 of these common units and is owned by the James E. Ferrell Revocable Trust Two and other family trusts, all of which James E. Ferrell and/or his family members are the trustees and beneficiaries. James E. Ferrell holds all voting common stock of JEF Capital Management. The remaining 4,616 common units are held by Ferrell Resources Holdings, Inc., which is wholly-owned by the James E. Ferrell Revocable Trust One, for which James E. Ferrell is the trustee and sole beneficiary.

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Partnership distributions paid

Ferrellgas Partners has paid the following distributions:



	For the three months ended October 31,
	2018		2017
Public common unitholders	$	6,962	$	6,961
Ferrell Companies	2,253		2,253
FCI Trading Corp.	20		20
Ferrell Propane, Inc.	5		5
James E. Ferrell	476		476
General partner	98		98
	$	9,814	$	9,813

Ferrellgas Partners paid cash distributions during the three months ended October 31, 2018 and 2017 as detailed in the table above. Ferrellgas Partners did not declare a cash distribution during November 2018 related to the three months ended October 31, 2018 . As discussed in Note E – Debt, Ferrellgas Partners was not in compliance with the consolidated fixed charge coverage ratio under its note indenture, and thus was unable to make restricted payments, including distributions to unitholders.

See additional discussions about transactions with related parties in Note J – Transactions with related parties.

Accumulated other comprehensive income (loss) (“AOCI”)

See Note I – Derivative instruments and hedging activities – for details regarding changes in the fair value of risk management financial derivatives recorded within AOCI for the three months ended October 31, 2018 and 2017 .

General partner’s commitment to maintain its capital account

Ferrellgas’ partnership agreements allow the general partner to have an option to maintain its effective 2% general partner interest concurrent with the issuance of other additional equity.

During the three months ended October 31, 2018 , the general partner made non-cash contributions of $0.1 million to Ferrellgas to maintain its effective 2% general partner interest.

During the three months ended October 31, 2017 , the general partner made non-cash contributions of $0.1 million to Ferrellgas to maintain its effective 2% general partner interest.

G. Revenue from contracts with customers

Ferrellgas adopted ASU 2014-09 beginning on August 1, 2018 using the modified retrospective method. Ferrellgas earns revenue from contracts with customers primarily through the distribution of propane, as well as through the sale of propane related equipment and supplies. Revenues from propane and other gas liquids sales are comprised of revenue earned from the delivery of propane to tanks on customers’ premises, delivery of propane filled cylinders to customers, or from the sale of portable propane tanks to nationwide and local retailers and end use customers. Other revenues primarily include sales of appliances and other materials as well as other fees charged to customers. Upon adoption, Ferrellgas applied ASU 2014-09 only to contracts that were not completed.

Contracts with customers

Ferrellgas’ contracts with customers are principally for the bulk delivery of propane to tanks, delivery of propane filled cylinders or the delivery of portable propane tanks to retailers. Ferrellgas sells propane to a wide variety of customers, including residential, industrial/commercial, portable tank exchange, agricultural, wholesale and others. Ferrellgas’ performance obligations in these contracts are generally limited to the delivery of propane thus revenues from these contracts are earned at the time product is delivered or in the case of some of Ferrellgas’ portable tank exchange retailers who have consignment agreements, at the time the tanks are sold to the end use customer. Payment is generally due within 30 days. Revenues from sales of propane are included in Propane and other gas liquids sales on the consolidated statements of operations.

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Typically, Ferrellgas bills customers upon delivery and payment is generally due within 30 days. With its residential customers, Ferrellgas offers customers the ability to spread their annual heating costs over a longer period, typically twelve months. Customers who opt to spread their heating costs over a longer period are referred to as “even-pay” customers.

Ferrellgas charges other amounts to customers associated with the delivery of propane including hazardous materials fees and fuel surcharge fees. In some regions, Ferrellgas also sells appliances and related parts and fittings as well as other retail propane related services. Ferrellgas charges on an annual basis tank and equipment rental charges for customers that are using our equipment to store propane. Other revenues associated with deliveries of propane are earned at the time product is delivered. Revenues associated with sales of appliances and other materials or services are earned at the time of delivery or installation. Revenues associated with tank and equipment rentals are generally recognized on a straight-line basis over one year.

Accounting estimates related to recognition of revenue require that Ferrellgas make estimates and assumptions about various factors including credits issued for completed sales, future returns and total consideration payable in instances where we have customer incentives payable to the customer.

Disaggregation of revenue

Ferrellgas disaggregates revenues based upon the type of customer and on the type of revenue. The following table presents retail propane revenues, wholesale propane revenues and other revenues. Retail revenues result from sales to end use customers, wholesale revenues result from sales to or through resellers and all other revenues include sales of appliances and other materials, other fees charged to customers and equipment rental charges.



	For the three months ended October 31, 2018
Retail - Sales to End Users	$	217,764
Wholesale - Sales to Resellers	93,944
Other Gas Sales	23,258
Other	17,343
Propane and related equipment revenues	$	352,309

Contract assets and liabilities

Ferrellgas’ performance obligations are generally limited to the delivery of propane for our retail and wholesale contracts. Ferrellgas’ performance obligations with respect to sales of appliances and other materials and other revenues are limited to the delivery of the agreed upon good or service. Ferrellgas does not have material performance obligations that are delivered over time, thus all of our revenue is recognized at the time the goods, including propane, are delivered or installed. Ferrellgas offers “even pay” billing programs that can create customer deposits or advances, depending on whether Ferrellgas has delivered more propane than the customer has paid for or whether the customer has paid for more propane than what has been delivered. Revenue is recognized from these customer deposits or advances to customers at the time product is delivered. The advance or deposit is considered to be a contract asset or liability. Additionally, from time to time, we have customers that pay in advance for goods or services, and such amounts result in contract liabilities.

Ferrellgas incurs incremental commissions directly related to the acquisition or renewal of customer contracts. The commissions are calculated and paid based upon the number of gallons sold to the acquired or renewed customer. The total amount of commissions that we incur is not material and the commissions are expensed commensurate with the deliveries to which they relate, thus Ferrellgas does not capitalize these costs.

The following table presents the opening and closing balances of our receivables, contract assets, and contract liabilities:



	October 31, 2018		July 31, 2018
Accounts receivable	$	125,864	$	119,818

Contract assets	$	13,046	$	8,691

Contract liabilities
Deferred revenue (1)	$	42,880	$	29,933

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(1) Of the beginning balance of deferred revenue, $8.7 million was recognized as revenue during the quarter ended October 31, 2018.

Remaining performance obligations

Ferrellgas' remaining performance obligations are generally limited to situations where its customers have remitted payment but have not yet received deliveries of propane. This most commonly occurs in Ferrellgas’ even pay billing programs and Ferrellgas expects that these balances will be recognized within a year or less as the customer takes delivery of propane.

H. Fair value measurements

Derivative financial instruments

The following table presents Ferrellgas’ financial assets and financial liabilities that are measured at fair value on a recurring basis for each of the fair value hierarchy levels, including both current and noncurrent portions, as of October 31, 2018 and July 31, 2018 :



	Asset (Liability)
	Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)			Unobservable Inputs (Level 3)		Total
October 31, 2018:
Assets:
Derivative financial instruments:
Commodity derivatives	$	—	$	15,302		$	—	$	15,302
Liabilities:
Derivative financial instruments:
Commodity derivatives	$	—	$	(7,331	)	$	—	$	(7,331	)


July 31, 2018:
Assets:
Derivative financial instruments:
Commodity derivatives	$	—	$	22,470		$	—	$	22,470
Liabilities:
Derivative financial instruments:
Commodity derivatives	$	—	$	(1,910	)	$	—	$	(1,910	)

Methodology

The fair values of Ferrellgas’ non-exchange traded commodity derivative contracts are based upon indicative price quotations available through brokers, industry price publications or recent market transactions and related market indicators.

Other financial instruments

The carrying amounts of other financial instruments included in current assets and current liabilities (except for current maturities of long-term debt) approximate their fair values because of their short-term nature. The estimated fair value of various note receivable financial instruments classified in "Other assets, net" on the condensed consolidated balance sheets, are approximately $23.6 million , or $4.0 million less than their carrying amount as of October 31, 2018 . The estimated fair values of these notes receivable were calculated using a discounted cash flow method which relied on significant unobservable inputs. At October 31, 2018 and July 31, 2018 , the estimated fair value of Ferrellgas’ long-term debt instruments was $1,899.5 million and $1,935.1 million , respectively. Ferrellgas estimates the fair value of long-term debt based on quoted market prices. The fair value of our consolidated debt obligations is a Level 2 valuation based on the observable inputs used for similar liabilities.

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Ferrellgas has other financial instruments such as trade accounts receivable which could expose it to concentrations of credit risk. The credit risk from trade accounts receivable is limited because of a large customer base which extends across many different U.S. markets.

I. Derivative instruments and hedging activities

Ferrellgas is exposed to certain market risks related to its ongoing business operations. These risks include exposure to changing commodity prices as well as fluctuations in interest rates. Ferrellgas utilizes derivative instruments to manage its exposure to fluctuations in commodity prices. Of these, the propane commodity derivative instruments are designated as cash flow hedges. Prior to the sale of Bridger Energy, LLC in January 2018, all other commodity derivative instruments were neither qualified nor were designated as cash flow hedges, therefore, changes in their fair value were recorded currently in earnings. Ferrellgas also periodically utilizes derivative instruments to manage its exposure to fluctuations in interest rates.

Derivative instruments and hedging activity

During the three months ended October 31, 2018 and 2017 , Ferrellgas did no t recognize any gain or loss in earnings related to hedge ineffectiveness and did not exclude any component of financial derivative contract gains or losses from the assessment of hedge effectiveness related to commodity cash flow hedges.

The following tables provide a summary of the fair value of derivatives in Ferrellgas’ condensed consolidated balance sheets as of October 31, 2018 and July 31, 2018 :

October 31, 2018

Asset Derivatives

Liability Derivatives

Derivative Instrument

Location

Fair value

Location

Fair value

Derivatives designated as hedging instruments

Commodity derivatives-propane

Prepaid expenses and other current assets

12,379

Other current liabilities

6,894

Commodity derivatives-propane

Other assets, net

2,923

Other liabilities

437

Total

15,302

Total

7,331

July 31, 2018

Asset Derivatives

Liability Derivatives

Derivative Instrument

Location

Fair value

Location

Fair value

Derivatives designated as hedging instruments

Commodity derivatives-propane

Prepaid expenses and other current assets

17,123

Other current liabilities

1,832

Commodity derivatives-propane

Other assets, net

5,347

Other liabilities

Total

22,470

Total

1,910

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Ferrellgas' exchange traded commodity derivative contracts require cash margin deposit as collateral for contracts that are in a negative mark-to-market position. These cash margin deposits will be returned if mark-to-market conditions improve or will be applied against cash settlement when the contracts are settled. Liabilities represent cash margin deposits received by Ferrellgas for contracts that are in a positive mark-to-market position. The following tables provide a summary of cash margin balances as of October 31, 2018 and July 31, 2018 , respectively:



	October 31, 2018
	Assets			Liabilities
Description	Location	Amount		Location	Amount
Margin Balances	Prepaid expenses and other current assets	$	4,265	Other current liabilities	$	6,605
	Other assets, net	1,083		Other liabilities	1,778
		$	5,348		$	8,383



	July 31, 2018
	Assets			Liabilities
Description	Location	Amount		Location	Amount
Margin Balances	Prepaid expenses and other current assets	$	2,851	Other current liabilities	$	12,308
	Other assets, net	927		Other liabilities	4,235
		$	3,778		$	16,543

The following table provides a summary of the effect on Ferrellgas' condensed consolidated statements of operations for the three months ended October 31, 2018 and 2017 due to derivatives that were designated as fair value hedging instruments:



		Amount of Gain Recognized on Derivative				Amount of Interest Expense Recognized on Fixed-Rate Debt (Related Hedged Item)
Derivative Instrument	Location of Amounts Recognized on Derivative	For the three months ended October 31,				For the three months ended October 31,
		2018		2017		2018		2017
Interest rate swap agreements	Interest expense	$	—	$	138	$	—	$	(2,275	)

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The following tables provide a summary of the effect on Ferrellgas’ condensed consolidated statements of comprehensive income (loss) for the three months ended October 31, 2018 and 2017 due to derivatives designated as cash flow hedging instruments:



	For the three months ended October 31, 2018
Derivative Instrument	Amount of Gain (Loss) Recognized in AOCI			Location of Gain (Loss) Reclassified from AOCI into Income	Amount of Gain (Loss) Reclassified from AOCI into Income
Derivative Instrument	Amount of Gain (Loss) Recognized in AOCI			Location of Gain (Loss) Reclassified from AOCI into Income	Effective portion			Ineffective portion
Commodity derivatives	$	(8,154	)	Cost of sales-propane and other gas liquids sales	$	4,433		$	—
	$	(8,154	)		$	4,433		$	—

	For the three months ended October 31, 2017
Derivative Instrument	Amount of Gain (Loss) Recognized in AOCI			Location of Gain (Loss) Reclassified from AOCI into Income	Amount of Gain (Loss) Reclassified from AOCI into Income
Derivative Instrument	Amount of Gain (Loss) Recognized in AOCI			Location of Gain (Loss) Reclassified from AOCI into Income	Effective portion			Ineffective portion
Commodity derivatives	$	22,323		Cost of sales-propane and other gas liquids sales	$	4,132		$	—
Interest rate swap agreements	126			Interest expense	(183		)	—
	$	22,449			$	3,949		$	—

The following table provides a summary of the effect on Ferrellgas' condensed consolidated statements of operations for the three months ended October 31, 2017 due to the change in fair value of derivatives not designated as hedging instruments:

The changes in derivatives included in AOCI for the three months ended October 31, 2018 and 2017 were as follows:



	For the three months ended October 31,
Gains and losses on derivatives included in AOCI	2018			2017
Beginning balance	$	20,560		$	14,648
Change in value of risk management commodity derivatives	(8,154		)	22,323
Reclassification of gains on commodity hedges to cost of sales - propane and other gas liquids sales, net	(4,433		)	(4,132		)
Change in value of risk management interest rate derivatives	—			126
Reclassification of losses on interest rate hedges to interest expense	—			183
Ending balance	$	7,973		$	33,148

Ferrellgas expects to reclassify net gains related to the risk management commodity derivatives of approximately $5.5 million to earnings during the next 12 months. These net gains are expected to be offset by decreased margins on propane sales commitments Ferrellgas has with its customers that qualify for the normal purchase normal sales exception.

During the three months ended October 31, 2018 and 2017 , Ferrellgas had no reclassifications to operations resulting from the discontinuance of any cash flow hedges arising from the probability of the original forecasted transactions not occurring within the originally specified period of time defined within the hedging relationship.

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As of October 31, 2018 , Ferrellgas had financial derivative contracts covering 4.2 million barrels of propane that were entered into as cash flow hedges of forward and forecasted purchases of propane.

Derivative financial instruments credit risk

Ferrellgas is exposed to credit loss in the event of nonperformance by counterparties to derivative financial and commodity instruments. Ferrellgas’ counterparties principally consist of major energy companies and major U.S. financial institutions. Ferrellgas maintains credit policies with regard to its counterparties that it believes reduces its overall credit risk. These policies include evaluating and monitoring its counterparties’ financial condition, including their credit ratings, and entering into agreements with counterparties that govern credit limits. Certain of these agreements call for the posting of collateral by the counterparty or by Ferrellgas in the forms of letters of credit, parent guarantees or cash. Ferrellgas has concentrations of credit risk associated with derivative financial instruments held by certain derivative financial instrument counterparties. If these counterparties that make up the concentration failed to perform according to the terms of their contracts at October 31, 2018 , the maximum amount of loss due to credit risk that Ferrellgas would incur is $ 9.7 million, which is based upon the gross fair values of the derivative financial instruments.

From time to time Ferrellgas enters into derivative contracts that have credit-risk-related contingent features which dictate credit limits based upon Ferrellgas' debt rating. There were no open derivative contracts with credit-risk-related contingent features as of October 31, 2018 .

J. Transactions with related parties

Ferrellgas has no employees and is managed and controlled by its general partner. Pursuant to Ferrellgas’ partnership agreements, the general partner is entitled to reimbursement for all direct and indirect expenses incurred or payments it makes on behalf of Ferrellgas and all other necessary or appropriate expenses allocable to Ferrellgas or otherwise reasonably incurred by the general partner in connection with operating Ferrellgas’ business. These costs primarily include compensation and benefits paid to employees of the general partner who perform services on Ferrellgas’ behalf and are reported in the condensed consolidated statements of operations as follows:



	For the three months ended October 31,
	2018		2017
Operating expense	$	59,958	$	57,351

General and administrative expense	$	6,112	$	7,508

See additional discussions about transactions with the general partner and related parties in Note F – Partners’ deficit.

K. Contingencies and commitments

Litigation

Ferrellgas’ operations are subject to all operating hazards and risks normally incidental to handling, storing, transporting and otherwise providing for use by consumers of combustible liquids such as propane and, prior to the sales of midstream operations in 2018, crude oil. As a result, at any given time, Ferrellgas can be threatened with or named as a defendant in various lawsuits arising in the ordinary course of business. Other than as discussed below, Ferrellgas is not a party to any legal proceedings other than various claims and lawsuits arising in the ordinary course of business. It is not possible to determine the ultimate disposition of these matters; however, management is of the opinion that there are no known claims or contingent claims that are reasonably expected to have a material adverse effect on the consolidated financial condition, results of operations and cash flows of Ferrellgas.

Ferrellgas has been named as a defendant, along with a competitor, in putative class action lawsuits filed in multiple jurisdictions. The lawsuits, which were consolidated in the Western District of Missouri on October 16, 2014, allege that Ferrellgas and a competitor coordinated in 2008 to reduce the fill level in barbeque cylinders and combined to persuade a common customer to accept that fill reduction, resulting in increased cylinder costs to direct customers and end-user customers in violation of federal and certain state antitrust laws. The lawsuits seek treble damages, attorneys’ fees, injunctive relief and costs on behalf of the putative class. These lawsuits have been consolidated into one case by a multidistrict litigation panel. The Federal Court for the Western District of Missouri initially dismissed all claims brought by direct and indirect customers other than state law claims of indirect customers under Wisconsin, Maine and Vermont law. The direct customer plaintiffs filed an

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appeal, which resulted in a reversal of the district court’s dismissal. We filed a petition for a writ of certiorari which was denied. An appeal by the indirect customer plaintiffs resulted in the court of appeals affirming the dismissal of the federal claims and remanding the case to the district court to decide whether to exercise supplemental jurisdiction over the remaining state law claims. Ferrellgas believes it has strong defenses to the claims and intends to vigorously defend against the consolidated case. Ferrellgas does not believe loss is probable or reasonably estimable at this time related to the putative class action lawsuit.

Ferrellgas has been named, along with several current and former officers, in several class action lawsuits alleging violations of certain securities laws based on alleged materially false and misleading statements in certain of our public disclosures. The lawsuits, the first of which was filed on October 6, 2016 in the Southern District of New York, seek unspecified compensatory damages. Derivative lawsuits with similar allegations have been filed naming Ferrellgas and several current and former officers and directors as defendants. On April 2, 2018, the securities class action lawsuits were dismissed with prejudice. On April 30, 2018, the plaintiffs filed a notice of appeal to the United States Court of Appeals for the Second Circuit and the parties are preparing appellate briefs. At this time the derivative lawsuits remain stayed by agreement. Ferrellgas believes that it has defenses and will vigorously defend these cases. Ferrellgas does not believe loss is probable or reasonably estimable at this time related to the putative class action lawsuits or the derivative actions.

Ferrellgas and Bridger Logistics, LLC, have been named, along with two former officers, in a lawsuit filed by Eddystone Rail Company ("Eddystone") on February 2, 2017 in the Eastern District of Pennsylvania (the "EDPA Lawsuit"). Eddystone indicated that it has prevailed or settled an arbitration against Jamex Transfer Services (“JTS”), then named Bridger Transfer Services, a former subsidiary of Bridger Logistics, LLC (“Bridger”). The arbitration involved a claim against JTS for money due for deficiency payments under a contract for the use of an Eddystone facility used to offload crude from rail onto barges. Eddystone alleges that Ferrellgas transferred assets out of JTS prior to the sale of the membership interest in JTS to Jamex Transfer Holdings, and that those transfers should be avoided so that the assets can be used to satisfy the amount owed by JTS to Eddystone under the arbitration. Eddystone also alleges that JTS was an “alter ego” of Bridger and Ferrellgas. Ferrellgas believes that Ferrellgas and Bridger have valid defenses to these claims and to Eddystone’s primary claim against JTS on the contract claim. The lawsuit does not specify a specific amount of damages that Eddystone is seeking; however, Ferrellgas believes that the amount of such damage claims, if ultimately owed to Eddystone, could be material to Ferrellgas. Ferrellgas intends to vigorously defend this claim. The lawsuit is in its early stages; as such, management does not currently believe a loss is probable or reasonably estimable at this time. On August 24, 2017, Ferrellgas filed a third-party complaint against JTS, Jamex Transfer Holdings, and other related persons and entities (the "Third-Party Defendants"), asserting claims for breach of contract, indemnification of any losses in the EDPA Lawsuit, tortious interference with contract, and contribution. On June 25, 2018, Ferrellgas entered into an agreement with the Third-Party Defendants which, among other things, resulted in a dismissal of the claims against the Third-Party Defendants from the lawsuit.

L. Net earnings (loss) per common unit

Below is a calculation of the basic and diluted net earnings (loss) per common unit in the condensed consolidated statements of operations for the periods indicated. Ferrellgas calculates net earnings (loss) per common unit for each period presented according to distributions declared and participation rights in undistributed earnings, as if all of the earnings or loss for the period had been distributed according to the incentive distribution rights in the Ferrellgas partnership agreement. Due to the seasonality of the propane business, the dilutive effect of the two-class method typically impacts only the three months ending January 31. In periods with undistributed earnings above certain levels, the calculation according to the two-class method results in an increased allocation of undistributed earnings to the general partner and a dilution of the earnings to the limited partners as follows:



	Ratio of total distributions payable to:
Quarterly distribution per common unit	Common unitholder		General partner
$0.56 to $0.63	86.9	%	13.1	%
$0.64 to $0.82	76.8	%	23.2	%
$0.83 and above	51.5	%	48.5	%

There was no dilutive effect resulting from this method based on basic and diluted net earnings (loss) per common unit for the three months ended October 31, 2018 or 2017 .

In periods with net losses, the allocation of the net losses to the limited partners and the general partner will be determined based on the same allocation basis specified in Ferrellgas Partners’ partnership agreement that would apply to periods in which there were no undistributed earnings. Additionally, there are no dilutive securities in periods with net losses.

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	For the three months ended October 31,
	2018			2017
	(in thousands, except per common unit amounts)
Common unitholders’ interest in net loss	$	(56,445	)	$	(47,436	)

Weighted average common units outstanding - basic and diluted	97,152.7			97,152.7

Basic and diluted net loss per common unit	$	(0.58	)	$	(0.49	)

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M. Segment reporting

As of October 31, 2018 , Ferrellgas has one reportable operating segment: propane operations and related equipment sales. All remaining activities are included in Corporate and other.

Following is a summary of segment information for the three months ended October 31, 2018 and 2017 :



	Three months ended October 31, 2018
	Propane operations and related equipment sales		Corporate and other			Total
Segment revenues	$	352,309	$	—		$	352,309
Direct costs (1)	323,594		10,874			334,468
Adjusted EBITDA	$	28,715	$	(10,874	)	$	17,841

	Three months ended October 31, 2017
	Propane operations and related equipment sales		Corporate and other			Total
Segment revenues	$	333,895	$	120,760		$	454,655
Direct costs (1)	303,329		125,110			428,439
Adjusted EBITDA	$	30,566	$	(4,350	)	$	26,216

(1) Direct costs are comprised of "cost of sales-propane and other gas liquids sales", "cost of sales- midstream operations", "cost of sales-other", "operating expense", "general and administrative expense", and "equipment lease expense" less "severance charge", "legal fees and settlements", "unrealized (non-cash) losses on changes in fair value of derivatives not designated as hedging instruments" and "multi-employer pension plan withdrawal settlement".

Following is a reconciliation of Ferrellgas' total segment performance measure to condensed consolidated net loss:



	Three months ended October 31,
	2018			2017
Net loss attributable to Ferrellgas Partners, L.P.	$	(57,015	)	$	(47,915	)
Income tax expense	158			377
Interest expense	43,878			40,807
Depreciation and amortization expense	18,992			25,732
EBITDA	6,013			19,001
Non-cash employee stock ownership plan compensation charge	2,748			3,962
Loss on asset sales and disposals	4,504			895
Other income, net	(19		)	(511		)
Severance costs	—			1,663
Legal fees and settlements	3,564			—
Unrealized (non-cash) loss on changes in fair value of derivatives not designated as hedging instruments	—			1,607
Multi-employer pension plan withdrawal settlement	1,524			—
Net loss attributable to noncontrolling interest	(493		)	(401		)
Adjusted EBITDA	$	17,841		$	26,216

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Following are total assets by segment:



Assets	October 31, 2018		July 31, 2018
Propane operations and related equipment sales	$	1,238,171	$	1,196,084
Corporate and other	105,619		167,197
Total consolidated assets	$	1,343,790	$	1,363,281

Following are capital expenditures by segment:



	Three months ended October 31, 2018
	Propane operations and related equipment sales		Corporate and other		Total
Capital expenditures:
Maintenance	$	4,880	$	360	$	5,240
Growth	16,384		—		16,384
Total	$	21,264	$	360	$	21,624


	Three months ended October 31, 2017
	Propane operations and related equipment sales		Corporate and other		Total
Capital expenditures:
Maintenance	$	8,351	$	242	$	8,593
Growth	9,688		664		10,352
Total	$	18,039	$	906	$	18,945

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N. Subsequent events

Ferrellgas evaluated events and transactions occurring after the balance sheet date through the date Ferrellgas' condensed consolidated financial statements were issued and concluded that there were no events or transactions occurring during this period that require recognition or disclosure in its condensed consolidated financial statements.

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FERRELLGAS PARTNERS FINANCE CORP.
(a wholly-owned subsidiary of Ferrellgas Partners, L.P.)
CONDENSED BALANCE SHEETS
(unaudited)
	October 31, 2018			July 31, 2018
ASSETS
Cash	$	1,000		$	1,000
Prepaid expenses and other current assets	—			1,850
Total assets	$	1,000		$	2,850

Contingencies and commitments (Note B)

STOCKHOLDER'S EQUITY
Common stock, $1.00 par value; 2,000 shares authorized; 1,000 shares issued and outstanding	$	1,000		$	1,000
Additional paid in capital	29,112			29,020
Accumulated deficit	(29,112		)	(27,170		)
Total stockholder's equity	$	1,000		$	2,850
See notes to condensed financial statements.



FERRELLGAS PARTNERS FINANCE CORP.
(a wholly-owned subsidiary of Ferrellgas Partners, L.P.)
CONDENSED STATEMENTS OF OPERATIONS
(unaudited)

	For the three months ended October 31,
	2018			2017

General and administrative expense	$	1,941		$	50

Net loss	$	(1,941	)	$	(50	)
See notes to condensed financial statements.

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FERRELLGAS PARTNERS FINANCE CORP.
(a wholly-owned subsidiary of Ferrellgas Partners, L.P.)
CONDENSED STATEMENTS OF CASH FLOWS
(unaudited)
	For the three months ended October 31,
	2018			2017
Cash flows from operating activities:
Net loss	$	(1,941	)	$	(50	)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	1,850			—
Cash used in operating activities	(91		)	(50		)

Cash flows from financing activities:
Capital contribution	91			50
Cash provided by financing activities	91			50

Net change in cash	—			—
Cash - beginning of period	1,000			1,000
Cash - end of period	$	1,000		$	1,000
See notes to condensed financial statements.

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FERRELLGAS PARTNERS FINANCE CORP.

(a wholly-owned subsidiary of Ferrellgas Partners, L.P.)

(unaudited)

NOTES TO CONDENSED FINANCIAL STATEMENTS

A. Formation

Ferrellgas Partners Finance Corp. (the “Finance Corp.”), a Delaware corporation, was formed on March 28, 1996 and is a wholly-owned subsidiary of Ferrellgas Partners, L.P. (the “Partnership”).

The condensed financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of the interim periods presented. All adjustments to the condensed financial statements were of a normal recurring nature.

The Finance Corp. has nominal assets, does not conduct any operations and has no employees.

B. Contingencies and commitments

The Finance Corp. serves as co-issuer and co-obligor for debt securities of the Partnership.

The indenture governing the senior unsecured notes contains various restrictive covenants applicable to the Partnership and its subsidiaries, the most restrictive relating to additional indebtedness and restricted payments. As of October 31, 2018 , the Partnership is in compliance with all requirements, tests, limitations and covenants related to this debt agreement, except for the consolidated fixed charge coverage ratio.

The indenture governing the outstanding notes of the Partnership includes a consolidated fixed charge coverage ratio test for the incurrence of debt and the making of restricted payments. This covenant requires that the ratio of trailing four quarters EBITDA to interest expense (both as adjusted for certain, specified items) of the Partnership be at least 1.75 x before a restricted payment (as defined in the indenture) can be made by the Partnership. If this ratio were to drop below 1.75 x, the indenture allows the Partnership to make restricted payments of up to $50.0 million in total over a 16 quarter period while below this ratio. As of October 31, 2018 , the ratio was 1.40 x. As a result of distributions paid to common unitholders in September 2017, December 2017, March 2018, June 2018, and September 2018 while this ratio was less than 1.75 x, Ferrellgas Partners, L.P. is currently restricted by this covenant from making future restricted payments, including distributions to common unitholders. Accordingly, no distributions will be paid to common unitholders in December 2018 for the three months ended October 31, 2018 . Unless this indenture is amended or replaced, or the Partnership's consolidated fixed charge coverage ratio improves to at least 1.75 x, this covenant will continue to restrict us from making common unit distributions for the quarter ending January 31, 2019 and beyond.

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FERRELLGAS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
(unaudited)
	October 31, 2018			July 31, 2018
ASSETS
Current assets:
Cash and cash equivalents	$	63,093		$	119,308
Accounts and notes receivable, net (including $137,560 and $120,079 of accounts receivable pledged as collateral at October 31, 2018 and July 31, 2018, respectively)	136,189			126,054
Inventories	106,560			83,694
Prepaid expenses and other current assets	33,940			34,830
Total current assets	339,782			363,886

Property, plant and equipment, net	566,078			557,723
Goodwill, net	247,478			246,098
Intangible assets (net of accumulated amortization of $403,690 and $399,629 at October 31, 2018 and July 31, 2018, respectively)	117,452			120,951
Other assets, net	72,842			74,588
Total assets	$	1,343,632		$	1,363,246

LIABILITIES AND PARTNERS' DEFICIT
Current liabilities:
Accounts payable	$	59,664		$	46,820
Short-term borrowings	—			32,800
Collateralized note payable	90,000			58,000
Other current liabilities	174,336			138,091
Total current liabilities	324,000			275,711

Long-term debt	1,729,724			1,728,137
Other liabilities	38,654			39,476
Contingencies and commitments (Note K)

Partners' deficit:
Limited partner	(749,411		)	(693,896		)
General partner	(7,481		)	(6,915		)
Accumulated other comprehensive income	8,146			20,733
Total partners' deficit	(748,746		)	(680,078		)
Total liabilities and partners' deficit	$	1,343,632		$	1,363,246
See notes to condensed consolidated financial statements.

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FERRELLGAS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands)
(unaudited)

	For the three months ended October 31,
	2018			2017
Revenues:
Propane and other gas liquids sales	$	334,966		$	302,758
Midstream operations	—			120,760
Other	17,343			31,137
Total revenues	352,309			454,655

Costs and expenses:
Cost of sales - propane and other gas liquids sales	204,136			179,515
Cost of sales - midstream operations	—			108,125
Cost of sales - other	3,047			13,702
Operating expense	110,331			110,462
Depreciation and amortization expense	18,992			25,732
General and administrative expense	14,175			13,164
Equipment lease expense	7,863			6,741
Non-cash employee stock ownership plan compensation charge	2,748			3,962
Loss on asset sales and disposals	4,504			895

Operating loss	(13,487		)	(7,643		)

Interest expense	(35,195		)	(32,196		)
Other income, net	19			511

Loss before income taxes	(48,663		)	(39,328		)

Income tax expense	151			371

Net loss	$	(48,814	)	$	(39,699	)
See notes to condensed consolidated financial statements.

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FERRELLGAS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands)
(unaudited)

	For the three months ended October 31,
	2018			2017

Net loss	$	(48,814	)	$	(39,699	)
Other comprehensive income (loss):
Change in value of risk management derivatives	(8,154		)	22,449
Reclassification of gains on derivatives to earnings, net	(4,433		)	(3,949		)
Other comprehensive income (loss)	(12,587		)	18,500
Comprehensive loss	$	(61,401	)	$	(21,199	)
See notes to condensed consolidated financial statements.

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FERRELLGAS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF PARTNERS' DEFICIT
(in thousands)
(unaudited)
							Accumulated
							other			Total
	Limited			General			comprehensive			partners'
	partner			partner			income			deficit

Balance at July 31, 2018	$	(693,896	)	$	(6,915	)	$	20,733		$	(680,078	)
Contributions in connection with non-cash ESOP compensation charges	2,720			28			—			2,748
Distributions	(9,914		)	(101		)	—			(10,015		)
Net loss	(48,321		)	(493		)	—			(48,814		)
Other comprehensive loss	—			—			(12,587		)	(12,587		)
Balance at October 31, 2018	$	(749,411	)	$	(7,481	)	$	8,146		$	(748,746	)
See notes to condensed consolidated financial statements.

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FERRELLGAS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
	For the three months ended October 31,
	2018			2017
Cash flows from operating activities:
Net loss	$	(48,814	)	$	(39,699	)
Reconciliation of net loss to net cash provided by (used in) operating activities:
Depreciation and amortization expense	18,992			25,732
Non-cash employee stock ownership plan compensation charge	2,748			3,962
Loss on asset sales and disposals	4,504			895
Unrealized gain on derivative instruments	—			1,607
Provision for doubtful accounts	519			693
Deferred income tax expense	150			364
Other	2,174			1,325
Changes in operating assets and liabilities, net of effects from business acquisitions:
Accounts and notes receivable, net of securitization	(10,654		)	(23,862		)
Inventories	(22,866		)	(33,160		)
Prepaid expenses and other current assets	(6,361		)	(6,885		)
Accounts payable	13,159			13,496
Accrued interest expense	24,290			24,740
Other current liabilities	6,677			39,839
Other assets and liabilities	(2,124		)	(1,057		)
Net cash provided by (used in) operating activities	(17,606		)	7,990

Cash flows from investing activities:
Business acquisitions, net of cash acquired	(4,625		)	(13,867		)
Capital expenditures	(23,433		)	(20,154		)
Proceeds from sale of assets	1,061			1,208
Other	(292		)	—
Net cash used in investing activities	(27,289		)	(32,813		)

Cash flows from financing activities:
Distributions	(10,015		)	(9,913		)
Proceeds from issuance of long-term debt	—			23,580
Payments on long-term debt	(281		)	(281		)
Net reductions in short-term borrowings	(32,800		)	(5,879		)
Net additions to collateralized short-term borrowings	32,000			19,000
Cash paid for financing costs	(224		)	(287		)
Net cash provided by (used in) financing activities	(11,320		)	26,220

Net change in cash and cash equivalents	(56,215		)	1,397
Cash and cash equivalents - beginning of period	119,308			5,701
Cash and cash equivalents - end of period	$	63,093		$	7,098
See notes to condensed consolidated financial statements.

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FERRELLGAS, L.P. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, unless otherwise designated)

(unaudited)

A. Partnership organization and formation

Ferrellgas, L.P. is a limited partnership that owns and operates propane distribution and related assets, crude oil transportation and logistics related assets and salt water disposal wells in south Texas. Ferrellgas Partners, L.P. (“Ferrellgas Partners”), a publicly traded limited partnership, holds an approximate 99% limited partner interest in, and consolidates, Ferrellgas, L.P. Ferrellgas, Inc. (the “general partner”), a wholly-owned subsidiary of Ferrell Companies, Inc. (“Ferrell Companies”), holds an approximate 1% general partner interest in Ferrellgas, L.P. and performs all management functions required by Ferrellgas, L.P.

Ferrellgas, L.P. owns a 100% equity interest in Ferrellgas Finance Corp., whose only business activity is to act as the co-issuer and co-obligor of debt issued by Ferrellgas, L.P.

Ferrellgas, L.P. is primarily engaged in the retail distribution of propane and related equipment sales. The propane distribution market is seasonal because propane is used primarily for heating in residential and commercial buildings. Ferrellgas serves residential, industrial/commercial, portable tank exchange, agricultural, wholesale and other customers in all 50 states, the District of Columbia, and Puerto Rico.

Due to seasonality, the results of operations for the three months ended October 31, 2018 are not necessarily indicative of the results to be expected for the full fiscal year ending July 31, 2019 .

The condensed consolidated financial statements of Ferrellgas, L.P. and subsidiaries reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of the interim periods presented. All adjustments to the condensed consolidated financial statements were of a normal recurring nature. Certain prior period amounts have been reclassified to conform to the current period presentation. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with (i) the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and (ii) the consolidated financial statements and accompanying notes included in Ferrellgas, L.P.’s Annual Report on Form 10-K for fiscal 2018 .

B. Summary of significant accounting policies

(2) New accounting standards:

FASB Accounting Standard Update No. 2014-09

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update ("ASU") 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). The issuance is part of a joint effort by the FASB and the International Accounting Standards Board ("IASB") to enhance financial reporting by creating common revenue recognition guidance for U.S. GAAP and International Financial Reporting Standards ("IFRS") and, thereby, improving the consistency of requirements, comparability of practices and usefulness of disclosures. Upon adoption, Ferrellgas, L.P. applied ASU 2014-09 only to contracts that were not completed, referred to as open contracts.

Ferrellgas, L.P. adopted ASU 2014-09 beginning on August 1, 2018 using the modified retrospective method. This method requires that the cumulative effect of initially applying ASU 2014-09 be recognized in partner’s deficit at the date of adoption, August 1, 2018. ASU 2014-09 has not materially impacted Ferrellgas, L.P.’s consolidated financial statements, and as a result there was no cumulative effect to record as of the date of adoption. Results for reporting periods beginning after August 1, 2018 are presented under ASU 2014-09, while amounts reported for prior periods have not been adjusted and continue to be reported under accounting standards in effect for those periods. See Note G - Revenue from contracts with customers for additional

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information related to revenues and contract costs, including qualitative and quantitative disclosures required under ASU 2014-09.

FASB Accounting Standard Update No. 2016-02

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Ferrellgas, L.P. is currently evaluating the impact of its pending adoption of ASU 2016-02 on the consolidated financial statements. Ferrellgas, L.P. has formed an implementation team, completed training on the new standard, and is working on its implementation process for the new standard. Ferrellgas, L.P. believes that the adoption of this standard, which will be effective for Ferrellgas, L.P. August 1, 2019, will result in material increases to right of use assets and lease liabilities on our consolidated balance sheet.

FASB Accounting Standard Update No. 2016-13

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) which requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. This standard is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Entities will apply the standard's provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. Ferrellgas, L.P. is currently evaluating the impact of its pending adoption of this standard on the consolidated financial statements.

FASB Accounting Standard Update No. 2017-12

In August 2017, the FASB issued ASU 2017-12, Financial Instruments - Derivatives and Hedging (Topic 815) - Targeted Improvements to Accounting for Hedging Activities which is intended to improve the financial reporting for hedging relationships to better portray the economic results of an entity's risk management activities in its financial statements. This standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Ferrellgas, L.P. is currently evaluating the impact of its pending adoption of this standard on the consolidated financial statements.

FASB Accounting Standard Update No. 2018-15

In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract which is intended to clarify the accounting for implementation costs related to a cloud computing arrangement that is a service contract. This standard is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Ferrellgas, L.P. is currently evaluating the impact of its pending adoption of this standard on the consolidated financial statements.

C. Supplemental financial statement information

Inventories consist of the following:



	October 31, 2018		July 31, 2018
Propane gas and related products	$	93,195	$	71,180
Appliances, parts and supplies, and other	13,365		12,514
Inventories	$	106,560	$	83,694

In addition to inventories on hand, Ferrellgas, L.P. enters into contracts to take delivery of propane for supply procurement purposes with terms that generally do not exceed 36 months . Most of these contracts call for payment based on market prices at the date of delivery. As of October 31, 2018 , Ferrellgas, L.P. had committed, for supply procurement purposes, to take delivery of approximately 32.0 million gallons of propane at fixed prices.

Other assets, net consist of the following:



	October 31, 2018		July 31, 2018
Notes receivable, less current portion	$	27,569	$	27,491
Other	45,273		47,097
Other assets, net	$	72,842	$	74,588

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Other current liabilities consist of the following:



	October 31, 2018		July 31, 2018
Accrued interest	$	42,578	$	18,288
Customer deposits and advances	34,056		22,829
Other	97,702		96,974
Other current liabilities	$	174,336	$	138,091

Shipping and handling expenses are classified in the following condensed consolidated statements of operations line items:



	For the three months ended October 31,
	2018		2017
Operating expense	$	47,443	$	43,314
Depreciation and amortization expense	1,072		1,112
Equipment lease expense	7,519		6,069
Total shipping and handling expenses	$	56,034	$	50,495

Certain cash flow and significant non-cash activities are presented below:



	For the three months ended October 31,
	2018			2017
Cash paid (refunded) for:
Interest	$	8,930		$	6,129
Income taxes	$	(5	)	$	—
Non-cash investing and financing activities:
Liabilities incurred in connection with acquisitions	$	1,096		$	1,232
Change in accruals for property, plant and equipment additions	$	(315	)	$	140

D. Accounts and notes receivable, net and accounts receivable securitization

Accounts and notes receivable, net consist of the following:



	October 31, 2018			July 31, 2018
Accounts receivable pledged as collateral	$	137,560		$	120,079
Accounts receivable	1,191			8,272
Note receivable - current portion	132			132
Other	27			26
Less: Allowance for doubtful accounts	(2,721		)	(2,455		)
Accounts and notes receivable, net	$	136,189		$	126,054

At October 31, 2018 , $137.6 million of trade accounts receivable were pledged as collateral against $90.0 million of collateralized notes payable due to a commercial paper conduit. At July 31, 2018 , $120.1 million of trade accounts receivable were pledged as collateral against $58.0 million of collateralized notes payable due to the commercial paper conduit. These accounts receivable pledged as collateral are bankruptcy remote from Ferrellgas, L.P. Ferrellgas, L.P. does not provide any guarantee or similar support to the collectability of these accounts receivable pledged as collateral.

As of October 31, 2018 , Ferrellgas, L.P. had received cash proceeds of $90.0 million from trade accounts receivables securitized, with no remaining capacity to receive additional proceeds or issue letters of credit. As of July 31, 2018 , Ferrellgas, L.P. had received cash proceeds of $58.0 million from trade accounts receivables securitized, with no remaining capacity to receive additional proceeds. Borrowings under the accounts receivable securitization facility had a weighted average interest rate of 5.3% and 5.2% as of October 31, 2018 and July 31, 2018 , respectively.

E. Debt

Short-term borrowings

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Ferrellgas, L.P. classifies borrowings on the revolving line of credit portion of its Senior Secured Credit Facility as short-term because they are used to fund working capital needs that management intends to pay down within the twelve month period following the balance sheet date. As of October 31, 2018 , there were no amounts classified as short-term borrowings. As of July 31, 2018 , $32.8 million was classified as short-term borrowings. For further discussion see the secured credit facility section below.

Secured credit facilities

As of October 31, 2018 , Ferrellgas, L.P. had borrowings of $275.0 million under the Term Loan at a rate of 8.01% , which was classified as long-term debt, and no borrowings under the Revolving Facility. As of October 31, 2018 , Ferrellgas, L.P. had available borrowing capacity under its Revolving Facility of $186.9 million . As of July 31, 2018 , Ferrellgas, L.P. had borrowings of $275.0 million under the Term Loan at a rate of 7.86% , which was classified as long-term debt, and $32.8 million under the Revolving Facility at a rate of 9.75% , which was classified as short-term borrowings. As of July 31, 2018 , Ferrellgas, L.P. had available borrowing capacity under its Revolving Facility of $159.3 million .

Letters of credit outstanding at October 31, 2018 and July 31, 2018 totaled $113.1 million and $107.9 million , respectively, and were used to secure insurance arrangements, product purchases and commodity hedges. At October 31, 2018 , Ferrellgas, L.P. had available letter of credit remaining capacity of $11.9 million . At July 31, 2018 , Ferrellgas, L.P. had available letter of credit remaining capacity of $17.1 million .

Debt and interest expense reduction and refinancing strategy

Ferrellgas, L.P. continues to execute on a strategy to further reduce its debt and interest expense. This strategy included entering into the new Senior Secured Credit Facility and amending its accounts receivable securitization facility in May 2018 and certain asset sales during fiscal 2018. Ferrellgas, L.P. continues to evaluate all available options to address its leverage.

Financial covenants

The agreements governing Ferrellgas, L.P.’s indebtedness contain various covenants that limit Ferrellgas, L.P.'s ability and the ability of specified subsidiaries to, among other things, make restricted payments and incur additional indebtedness. The general partner believes that the most restrictive of these covenants is the consolidated fixed charge coverage ratio, as defined in the indentures governing the outstanding notes of Ferrellgas, L.P.

Before a restricted payment (as defined in the indentures governing the outstanding notes of Ferrellgas, L.P.) can be made by Ferrellgas, L.P. to Ferrellgas Partners, Ferrellgas, L.P. must be in compliance with the consolidated fixed charge coverage ratio covenant under the Ferrellgas, L.P. indentures. If Ferrellgas, L.P. is unable to make restricted payments, Ferrellgas Partners will not have the ability to make distributions to its common unitholders or make interest payments on its unsecured senior notes due 2020.

The covenant requires that the ratio of trailing four quarters EBITDA to interest expense (both as adjusted for certain, specified items) of Ferrellgas, L.P. be at least 1.75 x before a restricted payment (as defined in the indentures) can be made by Ferrellgas, L.P.. If this ratio were to drop below 1.75 x, the indentures allow Ferrellgas, L.P. to make restricted payments with certain limitations. If it were in violation of the covenant as of October 31, 2018 , Ferrellgas, L.P. believes that it would have sufficient capacity within these limitations to satisfy the current restricted payment requirements of Ferrellgas Partners through the maturity of the unsecured senior notes due 2020. As of October 31, 2018 , the ratio was 1.77 x; the margin allows for approximately $1.1 million of additional interest expense or approximately $2.0 million less EBITDA.

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F. Partners’ deficit

Partnership distributions paid

Ferrellgas, L.P. has paid the following distributions:



	For the three months ended October 31,
	2018		2017
Ferrellgas Partners	$	9,914	$	9,813
General partner	101		100
	$	10,015	$	9,913

See additional discussions about transactions with related parties in Note J – Transactions with related parties.

Accumulated other comprehensive income (loss) (“AOCI”)

General partner’s commitment to maintain its capital account

Ferrellgas, L.P.’s partnership agreement allows the general partner to have an option to maintain its 1.0101% general partner interest concurrent with the issuance of other additional equity.

During the three months ended October 31, 2018 , the general partner made non-cash contributions of $0.1 million to Ferrellgas, L.P. to maintain its 1.0101% general partner interest.

During the three months ended October 31, 2017 , the general partner made non-cash contributions of $0.1 million to Ferrellgas, L.P. to maintain its 1.0101% general partner interest.

G. Revenue from contracts with customers

Ferrellgas, L.P. adopted ASU 2014-09 beginning on August 1, 2018 using the modified retrospective method. Ferrellgas, L.P. earns revenue from contracts with customers primarily through the distribution of propane, as well as through the sale of propane related equipment and supplies. Revenues from propane and other gas liquids sales are comprised of revenue earned from the delivery of propane to tanks on customers’ premises, delivery of propane filled cylinders to customers, or from the sale of portable propane tanks to nationwide and local retailers and end use customers. Other revenues primarily include sales of appliances and other materials as well as other fees charged to customers. Upon adoption, Ferrellgas, L.P. applied ASU 2014-09 only to contracts that were not completed.

Contracts with customers

Ferrellgas, L.P.'s contracts with customers are principally for the bulk delivery of propane to tanks, delivery of propane filled cylinders or the delivery of portable propane tanks to retailers. Ferrellgas, L.P. sells propane to a wide variety of customers, including residential, industrial/commercial, portable tank exchange, agricultural, wholesale and others. Ferrellgas, L.P.'s performance obligations in these contracts are generally limited to the delivery of propane thus revenues from these contracts are earned at the time product is delivered or in the case of some of Ferrellgas, L.P.’s portable tank exchange retailers who have consignment agreements, at the time the tanks are sold to the end use customer. Payment is generally due within 30 days. Revenues from sales of propane are included in Propane and other gas liquids sales on the consolidated statements of operations.

Typically, Ferrellgas, L.P. bills customers upon delivery and payment is generally due within 30 days. With its residential customers, Ferrellgas, L.P offers customers the ability to spread their annual heating costs over a longer period, typically twelve months. Customers who opt to spread their heating costs over a longer period are referred to as “even-pay” customers.

Ferrellgas, L.P. charges other amounts to customers associated with the delivery of propane including hazardous materials fees and fuel surcharge fees. In some regions, Ferrellgas, L.P. also sells appliances and related parts and fittings as well as other retail propane related services. Ferrellgas, L.P. charges on an annual basis tank and equipment rental charges for customers that

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are using our equipment to store propane. Other revenues associated with deliveries of propane are earned at the time product is delivered. Revenues associated with sales of appliances and other materials or services are earned at the time of delivery or installation. Revenues associated with tank and equipment rentals are generally recognized on a straight-line basis over one year.

Accounting estimates related to recognition of revenue require that Ferrellgas, L.P. make estimates and assumptions about various factors including credits issued for completed sales, future returns and total consideration payable in instances where we have customer incentives payable to the customer.

Disaggregation of revenue

Ferrellgas, L.P. disaggregates revenues based upon the type of customer and on the type of revenue. The following table presents retail propane revenues, wholesale propane revenues and other revenues. Retail revenues result from sales to end use customers, wholesale revenues result from sales to or through resellers and all other revenues include sales of appliances and other materials, other fees charged to customers and equipment rental charges.



	For the three months ended October 31, 2018
Retail - Sales to End Users	$	217,764
Wholesale - Sales to Resellers	93,944
Other Gas Sales	23,258
Other	17,343
Propane and related equipment revenues	$	352,309

Contract assets and liabilities

Ferrellgas, L.P.'s performance obligations are generally limited to the delivery of propane for our retail and wholesale contracts. Ferrellgas, L.P.’s performance obligations with respect to sales of appliances and other materials and other revenues are limited to the delivery of the agreed upon good or service. Ferrellgas, L.P. does not have material performance obligations that are delivered over time, thus all of our revenue is recognized at the time the goods, including propane, are delivered or installed. Ferrellgas, L.P. offers “even pay” billing programs that can create customer deposits or advances, depending on whether Ferrellgas, L.P. has delivered more propane than the customer has paid for or whether the customer has paid for more propane than what has been delivered. Revenue is recognized from these customer deposits or advances to customers at the time product is delivered. The advance or deposit is considered to be a contract asset or liability. Additionally, from time to time, we have customers that pay in advance for goods or services, and such amounts result in contract liabilities.

Ferrellgas, L.P. incurs incremental commissions directly related to the acquisition or renewal of customer contracts. The commissions are calculated and paid based upon the number of gallons sold to the acquired or renewed customer. The total amount of commissions that we incur is not material and the commissions are expensed commensurate with the deliveries to which they relate, thus Ferrellgas, L.P. does not capitalize these costs.

The following table presents the opening and closing balances of our receivables, contract assets, and contract liabilities:



	October 31, 2018		July 31, 2018
Accounts receivable	$	125,864	$	119,818

Contract assets	$	13,046	$	8,691

Contract liabilities
Deferred revenue (1)	$	42,880	$	29,933

(1) Of the beginning balance of deferred revenue, $8.7 million was recognized as revenue during the quarter ended October 31, 2018.

Remaining performance obligations

Ferrellgas, L.P.'s remaining performance obligations are generally limited to situations where its customers have remitted payment but have not yet received deliveries of propane. This most commonly occurs in Ferrellgas, L.P.’s even pay billing

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programs and Ferrellgas, L.P. expects that these balances will be recognized within a year or less as the customer takes delivery of propane.

H. Fair value measurements

Derivative financial instruments

The following table presents Ferrellgas, L.P.’s financial assets and financial liabilities that are measured at fair value on a recurring basis for each of the fair value hierarchy levels, including both current and noncurrent portions, as of October 31, 2018 and July 31, 2018 :



	Asset (Liability)
	Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)			Unobservable Inputs (Level 3)		Total
October 31, 2018:
Assets:
Derivative financial instruments:
Commodity derivatives	$	—	$	15,302		$	—	$	15,302
Liabilities:
Derivative financial instruments:
Commodity derivatives	$	—	$	(7,331	)	$	—	$	(7,331	)

July 31, 2018:
Assets:
Derivative financial instruments:
Commodity derivatives	$	—	$	22,470		$	—	$	22,470
Liabilities:
Derivative financial instruments:
Commodity derivatives	$	—	$	(1,910	)	$	—	$	(1,910	)

Methodology

The fair values of Ferrellgas, L.P.’s non-exchange traded commodity derivative contracts are based upon indicative price quotations available through brokers, industry price publications or recent market transactions and related market indicators.

Other financial instruments

The carrying amounts of other financial instruments included in current assets and current liabilities (except for current maturities of long-term debt) approximate their fair values because of their short-term nature. The estimated fair value of various note receivable financial instruments classified in "Other assets, net" on the condensed consolidated balance sheets, are approximately $23.6 million , or $4.0 million less than their carrying amount as of October 31, 2018 . The estimated fair values of these notes receivable were calculated using a discounted cash flow method which relied on significant unobservable inputs. At October 31, 2018 and July 31, 2018 , the estimated fair value of Ferrellgas, L.P.’s long-term debt instruments was $1,572.9 million and $1,591.5 million , respectively. Ferrellgas, L.P. estimates the fair value of long-term debt based on quoted market prices. The fair value of our consolidated debt obligations is a Level 2 valuation based on the observable inputs used for similar liabilities.

Ferrellgas, L.P. has other financial instruments such as trade accounts receivable which could expose it to concentrations of credit risk. The credit risk from trade accounts receivable is limited because of a large customer base which extends across many different U.S. markets.

I. Derivative instruments and hedging activities

Ferrellgas, L.P. is exposed to certain market risks related to its ongoing business operations. These risks include exposure to changing commodity prices as well as fluctuations in interest rates. Ferrellgas, L.P. utilizes derivative instruments to manage its

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exposure to fluctuations in commodity prices. Of these, the propane commodity derivative instruments are designated as cash flow hedges. Prior to the sale of Bridger Energy, LLC in January 2018, all other commodity derivative instruments were neither qualified nor were designated as cash flow hedges, therefore, changes in their fair value were recorded currently in earnings. Ferrellgas, L.P. also periodically utilizes derivative instruments to manage its exposure to fluctuations in interest rates.

Derivative instruments and hedging activity

During the three months ended October 31, 2018 and 2017 , Ferrellgas, L.P. did no t recognize any gain or loss in earnings related to hedge ineffectiveness and did not exclude any component of financial derivative contract gains or losses from the assessment of hedge effectiveness related to commodity cash flow hedges.

The following tables provide a summary of the fair value of derivatives in Ferrellgas, L.P.’s condensed consolidated balance sheets as of October 31, 2018 and July 31, 2018 :

October 31, 2018

Asset Derivatives

Liability Derivatives

Derivative Instrument

Location

Fair value

Location

Fair value

Derivatives designated as hedging instruments

Commodity derivatives-propane

Prepaid expenses and other current assets

12,379

Other current liabilities

6,894

Commodity derivatives-propane

Other assets, net

2,923

Other liabilities

437

Total

15,302

Total

7,331

July 31, 2018

Asset Derivatives

Liability Derivatives

Derivative Instrument

Location

Fair value

Location

Fair value

Derivatives designated as hedging instruments

Commodity derivatives-propane

Prepaid expenses and other current assets

17,123

Other current liabilities

1,832

Commodity derivatives-propane

Other assets, net

5,347

Other liabilities

Total

22,470

Total

1,910

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Ferrellgas, L.P.'s exchange traded commodity derivative contracts require cash margin deposit as collateral for contracts that are in a negative mark-to-market position. These cash margin deposits will be returned if mark-to-market conditions improve or will be applied against cash settlement when the contracts are settled. Liabilities represent cash margin deposits received by Ferrellgas, L.P. for contracts that are in a positive mark-to-market position. The following tables provide a summary of cash margin balances as of October 31, 2018 and July 31, 2018 , respectively:



	October 31, 2018
	Assets			Liabilities
Description	Location	Amount		Location	Amount
Margin Balances	Prepaid expenses and other current assets	$	4,265	Other current liabilities	$	6,605
	Other assets, net	1,083		Other liabilities	1,778
		$	5,348		$	8,383



	July 31, 2018
	Assets			Liabilities
Description	Location	Amount		Location	Amount
Margin Balances	Prepaid expenses and other current assets	$	2,851	Other current liabilities	$	12,308
	Other assets, net	927		Other liabilities	4,235
		$	3,778		$	16,543

The following table provides a summary of the effect on Ferrellgas, L.P.’s condensed consolidated statements of operations for the three months ended October 31, 2018 and 2017 due to derivatives that were designated as fair value hedging instruments:



		Amount of Gain Recognized on Derivative				Amount of Interest Expense Recognized on Fixed-Rate Debt (Related Hedged Item)
Derivative Instrument	Location of Amounts Recognized on Derivative	For the three months ended October 31,				For the three months ended October 31,
		2018		2017		2018		2017
Interest rate swap agreements	Interest expense	$	—	$	138	$	—	$	(2,275	)

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The following tables provide a summary of the effect on Ferrellgas, L.P.’s condensed consolidated statements of comprehensive income (loss) for the three months ended October 31, 2018 and 2017 due to derivatives designated as cash flow hedging instruments:



	For the three months ended October 31, 2018
Derivative Instrument	Amount of Gain (Loss) Recognized in AOCI			Location of Gain (Loss) Reclassified from AOCI into Income	Amount of Gain (Loss) Reclassified from AOCI into Income
Derivative Instrument	Amount of Gain (Loss) Recognized in AOCI			Location of Gain (Loss) Reclassified from AOCI into Income	Effective portion			Ineffective portion
Commodity derivatives	$	(8,154	)	Cost of sales-propane and other gas liquids sales	$	4,433		$	—
	$	(8,154	)		$	4,433		$	—

	For the three months ended October 31, 2017
Derivative Instrument	Amount of Gain (Loss) Recognized in AOCI			Location of Gain (Loss) Reclassified from AOCI into Income	Amount of Gain (Loss) Reclassified from AOCI into Income
Derivative Instrument	Amount of Gain (Loss) Recognized in AOCI			Location of Gain (Loss) Reclassified from AOCI into Income	Effective portion			Ineffective portion
Commodity derivatives	$	22,323		Cost of sales-propane and other gas liquids sales	$	4,132		$	—
Interest rate swap agreements	126			Interest expense	(183		)	—
	$	22,449			$	3,949		$	—

The following table provides a summary of the effect on Ferrellgas, L.P.'s condensed consolidated statements of operations for the three months ended October 31, 2017 due to the change in fair value of derivatives not designated as hedging instruments:

The changes in derivatives included in AOCI for the three months ended October 31, 2018 and 2017 were as follows:



	For the three months ended October 31,
Gains and losses on derivatives included in AOCI	2018			2017
Beginning balance	$	20,560		$	14,648
Change in value of risk management commodity derivatives	(8,154		)	22,323
Reclassification of gains on commodity hedges to cost of sales - propane and other gas liquids sales, net	(4,433		)	(4,132		)
Change in value of risk management interest rate derivatives	—			126
Reclassification of losses on interest rate hedges to interest expense	—			183
Ending balance	$	7,973		$	33,148

Ferrellgas, L.P. expects to reclassify net gains related to the risk management commodity derivatives of approximately $5.5 million to earnings during the next 12 months. These net gains are expected to be offset by decreased margins on propane sales commitments Ferrellgas, L.P. has with its customers that qualify for the normal purchase normal sales exception.

During the three months ended October 31, 2018 and 2017 , Ferrellgas, L.P. had no reclassifications to operations resulting from the discontinuance of any cash flow hedges arising from the probability of the original forecasted transactions not occurring within the originally specified period of time defined within the hedging relationship.

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As of October 31, 2018 , Ferrellgas, L.P. had financial derivative contracts covering 4.2 million barrels of propane that were entered into as cash flow hedges of forward and forecasted purchases of propane.

Derivative financial instruments credit risk

Ferrellgas, L.P. is exposed to credit loss in the event of nonperformance by counterparties to derivative financial and commodity instruments. Ferrellgas, L.P.’s counterparties principally consist of major energy companies and major U.S. financial institutions. Ferrellgas, L.P. maintains credit policies with regard to its counterparties that it believes reduces its overall credit risk. These policies include evaluating and monitoring its counterparties’ financial condition, including their credit ratings, and entering into agreements with counterparties that govern credit limits. Certain of these agreements call for the posting of collateral by the counterparty or by Ferrellgas, L.P. in the forms of letters of credit, parent guarantees or cash. Ferrellgas, L.P. has concentrations of credit risk associated with derivative financial instruments held by certain derivative financial instrument counterparties. If these counterparties that make up the concentration failed to perform according to the terms of their contracts at October 31, 2018 , the maximum amount of loss due to credit risk that Ferrellgas, L.P. would incur is $ 9.7 million, which is based upon the gross fair values of the derivative financial instruments.

From time to time Ferrellgas, L.P. enters into derivative contracts that have credit-risk-related contingent features which dictate credit limits based upon Ferrellgas, L.P.’s debt rating. There were no open derivative contracts with credit-risk-related contingent features as of October 31, 2018 .

J. Transactions with related parties

Ferrellgas, L.P. has no employees and is managed and controlled by its general partner. Pursuant to Ferrellgas, L.P.’s partnership agreement, the general partner is entitled to reimbursement for all direct and indirect expenses incurred or payments it makes on behalf of Ferrellgas, L.P. and all other necessary or appropriate expenses allocable to Ferrellgas, L.P. or otherwise reasonably incurred by the general partner in connection with operating Ferrellgas, L.P.’s business. These costs primarily include compensation and benefits paid to employees of the general partner who perform services on Ferrellgas, L.P.’s behalf and are reported in the condensed consolidated statements of operations as follows:



	For the three months ended October 31,
	2018		2017
Operating expense	$	59,958	$	57,351

General and administrative expense	$	6,112	$	7,508

See additional discussions about transactions with the general partner and related parties in Note F – Partners’ deficit.

K. Contingencies and commitments

Litigation

Ferrellgas, L.P.'s operations are subject to all operating hazards and risks normally incidental to handling, storing, transporting and otherwise providing for use by consumers of combustible liquids such as propane and, prior to the sales of midstream operations in fiscal 2018, crude oil. As a result, at any given time, Ferrellgas, L.P. can be threatened with or named as a defendant in various lawsuits arising in the ordinary course of business. Other than as discussed below, Ferrellgas, L.P. is not a party to any legal proceedings other than various claims and lawsuits arising in the ordinary course of business. It is not possible to determine the ultimate disposition of these matters; however, management is of the opinion that there are no known claims or contingent claims that are reasonably expected to have a material adverse effect on the consolidated financial condition, results of operations and cash flows of Ferrellgas, L.P.

Ferrellgas, L.P. has been named as a defendant, along with a competitor, in putative class action lawsuits filed in multiple jurisdictions. The lawsuits, which were consolidated in the Western District of Missouri on October 16, 2014, allege that Ferrellgas, L.P. and a competitor coordinated in 2008 to reduce the fill level in barbeque cylinders and combined to persuade a common customer to accept that fill reduction, resulting in increased cylinder costs to direct customers and end-user customers in violation of federal and certain state antitrust laws. The lawsuits seek treble damages, attorneys’ fees, injunctive relief and costs on behalf of the putative class. These lawsuits have been consolidated into one case by a multidistrict litigation panel. The Federal Court for the Western District of Missouri initially dismissed all claims brought by direct and indirect customers other than state law claims of indirect customers under Wisconsin, Maine and Vermont law. The direct customer plaintiffs filed an

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appeal, which resulted in a reversal of the district court’s dismissal. We filed a petition for a writ of certiorari which was denied. An appeal by the indirect customer plaintiffs resulted in the court of appeals affirming the dismissal of the federal claims and remanding the case to the district court to decide whether to exercise supplemental jurisdiction over the remaining state law claims. Ferrellgas, L.P. believes it has strong defenses to the claims and intends to vigorously defend against the consolidated case. Ferrellgas, L.P. does not believe loss is probable or reasonably estimable at this time related to the putative class action lawsuit.

Ferrellgas, L.P. has been named, along with several current and former officers, in several class action lawsuits alleging violations of certain securities laws based on alleged materially false and misleading statements in certain of our public disclosures. The lawsuits, the first of which was filed on October 6, 2016 in the Southern District of New York, seek unspecified compensatory damages. Derivative lawsuits with similar allegations have been filed naming Ferrellgas, L.P. and several current and former officers and directors as defendants. On April 2, 2018, the securities class action lawsuits were dismissed with prejudice. On April 30, 2018, the plaintiffs filed a notice of appeal to the United States Court of Appeals for the Second Circuit and the parties are preparing appellate briefs. At this time the derivative lawsuits remain stayed by agreement. Ferrellgas, L.P. believes that it has defenses and will vigorously defend these cases. Ferrellgas, L.P. does not believe loss is probable or reasonably estimable at this time related to the putative class action lawsuits or the derivative actions.

Ferrellgas, L.P. and Bridger Logistics, LLC, have been named, along with two former officers, in a lawsuit filed by Eddystone Rail Company ("Eddystone") on February 2, 2017 in the Eastern District of Pennsylvania (the "EDPA Lawsuit"). Eddystone indicated that it has prevailed or settled an arbitration against Jamex Transfer Services (“JTS”), then named Bridger Transfer Services, a former subsidiary of Bridger Logistics, LLC (“Bridger”). The arbitration involved a claim against JTS for money due for deficiency payments under a contract for the use of an Eddystone facility used to offload crude from rail onto barges. Eddystone alleges that Ferrellgas, L.P. transferred assets out of JTS prior to the sale of the membership interest in JTS to Jamex Transfer Holdings, and that those transfers should be avoided so that the assets can be used to satisfy the amount owed by JTS to Eddystone under the arbitration. Eddystone also alleges that JTS was an “alter ego” of Bridger and Ferrellgas, L.P. Ferrellgas, L.P. believes that Ferrellgas, L.P. and Bridger have valid defenses to these claims and to Eddystone’s primary claim against JTS on the contract claim. The lawsuit does not specify a specific amount of damages that Eddystone is seeking; however, Ferrellgas, L.P. believes that the amount of such damage claims, if ultimately owed to Eddystone, could be material to Ferrellgas, L.P. Ferrellgas, L.P. intends to vigorously defend this claim. The lawsuit is in its early stages; as such, management does not currently believe a loss is probable or reasonably estimable at this time. On August 24, 2017, Ferrellgas, L.P. filed a third-party complaint against JTS, Jamex Transfer Holdings, and other related persons and entities (the "Third-Party Defendants"), asserting claims for breach of contract, indemnification of any losses in the EDPA Lawsuit, tortious interference with contract, and contribution. On June 25, 2018, Ferrellgas, L.P. entered into an agreement with the Third-Party Defendants which, among other things, resulted in a dismissal of the claims against the Third-Party Defendants from the lawsuit.

L. Segment reporting

As of October 31, 2018 , Ferrellgas, L.P. has one reportable operating segment: propane operations and related equipment sales. All remaining activities are included in Corporate and other.

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Following is a summary of segment information for the three months ended October 31, 2018 and 2017 :



	Three months ended October 31, 2018
	Propane operations and related equipment sales		Corporate and other			Total
Segment revenues	$	352,309	$	—		$	352,309
Direct costs (1)	323,594		10,870			334,464
Adjusted EBITDA	$	28,715	$	(10,870	)	$	17,845

	Three months ended October 31, 2017
	Propane operations and related equipment sales		Corporate and other			Total
Segment revenues	$	333,895	$	120,760		$	454,655
Direct costs (1)	303,329		125,110			428,439
Adjusted EBITDA	$	30,566	$	(4,350	)	$	26,216

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Following is a reconciliation of Ferrellgas, L.P.'s total segment performance measure to condensed consolidated net loss:



	Three months ended October 31,
	2018			2017
Net loss	$	(48,814	)	$	(39,699	)
Income tax expense	151			371
Interest expense	35,195			32,196
Depreciation and amortization expense	18,992			25,732
EBITDA	5,524			18,600
Non-cash employee stock ownership plan compensation charge	2,748			3,962
Loss on asset sales and disposals	4,504			895
Other income, net	(19		)	(511		)
Severance costs	—			1,663
Legal fees and settlements	3,564			—
Unrealized (non-cash) loss on changes in fair value of derivatives not designated as hedging instruments	—			1,607
Multi-employer pension plan withdrawal settlement	1,524			—
Adjusted EBITDA	$	17,845		$	26,216

Following are total assets by segment:



Assets	October 31, 2018		July 31, 2018
Propane operations and related equipment sales	$	1,238,171	$	1,196,084
Corporate and other	105,461		167,162
Total consolidated assets	$	1,343,632	$	1,363,246

Following are capital expenditures by segment:



	Three months ended October 31, 2018
	Propane operations and related equipment sales		Corporate and other		Total
Capital expenditures:
Maintenance	$	4,880	$	360	$	5,240
Growth	16,384		—		16,384
Total	$	21,264	$	360	$	21,624


	Three months ended October 31, 2017
	Propane operations and related equipment sales		Corporate and other		Total
Capital expenditures:
Maintenance	$	8,351	$	242	$	8,593
Growth	9,688		664		10,352
Total	$	18,039	$	906	$	18,945

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M. Guarantor financial information

The $500.0 million aggregate principal amount of 6.75% senior notes due 2023 co-issued by Ferrellgas, L.P. and Ferrellgas Finance Corp. are fully and unconditionally and jointly and severally guaranteed by all of Ferrellgas, L.P.’s 100% owned subsidiaries except: (i) Ferrellgas Finance Corp; (ii) certain special purposes subsidiaries formed for use in connection with our accounts receivable securitization; and (iii) foreign subsidiaries. Guarantees of these senior notes will be released under certain circumstances, including (i) in connection with any sale or other disposition of (a) all or substantially all of the assets of a guarantor or (b) all of the capital stock of such guarantor (including by way of merger or consolidation), in each case, to a person that is not Ferrellgas, L.P. or a restricted subsidiary of Ferrellgas, L.P., (ii) if Ferrellgas, L.P. designates any restricted subsidiary that is a guarantor as an unrestricted subsidiary, (iii) upon defeasance or discharge of the notes, (iv) upon the liquidation or dissolution of such guarantor, or (v) at such time as such guarantor ceases to guarantee any other indebtedness of either of the issuers and any other guarantor.

The guarantor financial information discloses in separate columns the financial position, results of operations and the cash flows of Ferrellgas, L.P. (Parent), Ferrellgas Finance Corp. (co-issuer), Ferrellgas, L.P.’s guarantor subsidiaries on a combined basis, and Ferrellgas, L.P.’s non-guarantor subsidiaries on a combined basis. The dates and the periods presented in the guarantor financial information are consistent with the periods presented in Ferrellgas, L.P.’s condensed consolidated financial statements.

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FERRELLGAS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEETS
(in thousands)
	As of October 31, 2018
	Ferrellgas, L.P. (Parent and Co-Issuer)			Ferrellgas Finance Corp. (Co-Issuer)		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	62,786		$	1	$	306		$	—		$	—		$	63,093
Accounts and notes receivable, net	(3,710		)	—		263			139,636			—			136,189
Intercompany receivables	(8,469		)	—		—			—			8,469			—
Inventories	106,560			—		—			—			—			106,560
Prepaid expenses and other current assets	31,491			—		2,446			3			—			33,940
Total current assets	188,658			1		3,015			139,639			8,469			339,782

Property, plant and equipment, net	566,044			—		34			—			—			566,078
Goodwill, net	247,478			—		—			—			—			247,478
Intangible assets, net	117,452			—		—			—			—			117,452
Intercompany receivables	—			—		—			—			—			—
Investments in consolidated subsidiaries	59,917			—		—			—			(59,917		)	—
Other assets, net	68,850			—		2,875			1,117			—			72,842
Total assets	$	1,248,399		$	1	$	5,924		$	140,756		$	(51,448	)	$	1,343,632

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
Current liabilities:
Accounts payable	$	59,552		$	—	$	—		$	112		$	—		$	59,664
Short-term borrowings	—			—		—			—			—			—
Collateralized note payable	—			—		—			90,000			—			90,000
Intercompany payables	—			—		(192		)	(8,277		)	8,469			—
Other current liabilities	169,282			—		2,660			2,394			—			174,336
Total current liabilities	228,834			—		2,468			84,229			8,469			324,000

Long-term debt	1,729,724			—		—			—			—			1,729,724
Other liabilities	38,587			—		67			—			—			38,654
Contingencies and commitments

Partners' capital (deficit):
Partners' equity	(756,892		)	1		3,389			56,527			(59,917		)	(756,892		)
Accumulated other comprehensive income	8,146			—		—			—			—			8,146
Total partners' capital (deficit)	(748,746		)	1		3,389			56,527			(59,917		)	(748,746		)
Total liabilities and partners' capital (deficit)	$	1,248,399		$	1	$	5,924		$	140,756		$	(51,448	)	$	1,343,632

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FERRELLGAS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEETS
(in thousands)
	As of July 31, 2018
	Ferrellgas, L.P. (Parent and Co-Issuer)			Ferrellgas Finance Corp. (Co-Issuer)		Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	119,133		$	1	$	174		$	—	$	—		$	119,308
Accounts and notes receivable, net	(3,420		)	—		9,395			120,079		—			126,054
Intercompany receivables	15,660			—		—			—		(15,660		)	—
Inventories	83,694			—		—			—		—			83,694
Prepaid expenses and other current assets	34,050			—		775			5		—			34,830
Total current assets	249,117			1		10,344			120,084		(15,660		)	363,886

Property, plant and equipment, net	557,689			—		34			—		—			557,723
Goodwill, net	246,098			—		—			—		—			246,098
Intangible assets, net	120,951			—		—			—		—			120,951
Intercompany receivables	—			—		—			—		—			—
Investments in consolidated subsidiaries	59,937			—		—			—		(59,937		)	—
Other assets, net	63,411			—		9,961			1,216		—			74,588
Total assets	$	1,297,203		$	1	$	20,339		$	121,300	$	(75,597	)	$	1,363,246

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
Current liabilities:
Accounts payable	$	45,171		$	—	$	1,547		$	102	$	—		$	46,820
Short-term borrowings	32,800			—		—			—		—			32,800
Collateralized note payable	—			—		—			58,000		—			58,000
Intercompany payables	—			—		(143		)	15,803		(15,660		)	—
Other current liabilities	131,702			—		6,036			353		—			138,091
Total current liabilities	209,673			—		7,440			74,258		(15,660		)	275,711

Long-term debt	1,728,137			—		—			—		—			1,728,137
Other liabilities	39,471			—		5			—		—			39,476
Contingencies and commitments

Partners' capital (deficit):
Partners' equity	(700,811		)	1		12,894			47,042		(59,937		)	(700,811		)
Accumulated other comprehensive income	20,733			—		—			—		—			20,733
Total partners' capital (deficit)	(680,078		)	1		12,894			47,042		(59,937		)	(680,078		)
Total liabilities and partners' capital (deficit)	$	1,297,203		$	1	$	20,339		$	121,300	$	(75,597	)	$	1,363,246

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FERRELLGAS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
(in thousands)

	For the three months ended October 31, 2018
	Ferrellgas, L.P. (Parent and Co-Issuer)			Ferrellgas Finance Corp. (Co-Issuer)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated

Revenues:
Propane and other gas liquids sales	$	334,966		$	—		$	—		$	—		$	—		$	334,966
Other	17,343			—			—			—			—			17,343
Total revenues	352,309			—			—			—			—			352,309

Costs and expenses:
Cost of sales - propane and other gas liquids sales	204,136			—			—			—			—			204,136
Cost of sales - other	3,047			—			—			—			—			3,047
Operating expense	110,331			—			—			1,017			(1,017		)	110,331
Depreciation and amortization expense	18,881			—			—			111			—			18,992
General and administrative expense	14,173			2			—			—			—			14,175
Equipment lease expense	7,863			—			—			—			—			7,863
Non-cash employee stock ownership plan compensation charge	2,748			—			—			—			—			2,748
Loss on asset sales and disposals	1,996			—			2,508			—			—			4,504

Operating loss	(10,866		)	(2		)	(2,508		)	(1,128		)	1,017			(13,487		)

Interest expense	(34,348		)	—			—			(847		)	—			(35,195		)
Other income, net	19			—			—			2,203			(2,203		)	19

Earnings (loss) before income taxes	(45,195		)	(2		)	(2,508		)	228			(1,186		)	(48,663		)

Income tax expense	151			—			—			—			—			151
Equity in earnings of subsidiary	(2,282		)	—			—			—			2,282			—

Net earnings (loss)	(47,628		)	(2		)	(2,508		)	228			1,096			(48,814		)

Other comprehensive loss	(12,587		)	—			—			—			—			(12,587		)

Comprehensive income (loss)	$	(60,215	)	$	(2	)	$	(2,508	)	$	228		$	1,096		$	(61,401	)

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FERRELLGAS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
(in thousands)

	For the three months ended October 31, 2017
	Ferrellgas, L.P. (Parent and Co-Issuer)			Ferrellgas Finance Corp. (Co-Issuer)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated

Revenues:
Propane and other gas liquids sales	$	302,117		$	—		$	641		$	—		$	—		$	302,758
Midstream operations	—			—			120,760			—			—			120,760
Other	16,677			—			14,460			—			—			31,137
Total revenues	318,794			—			135,861			—			—			454,655

Costs and expenses:
Cost of sales - propane and other gas liquids sales	178,819			—			696			—			—			179,515
Cost of sales - midstream operations	—			—			108,125			—			—			108,125
Cost of sales - other	2,709			—			10,993			—			—			13,702
Operating expense	101,232			—			9,263			1,182			(1,215		)	110,462
Depreciation and amortization expense	18,347			—			7,313			72			—			25,732
General and administrative expense	10,755			2			2,407			—			—			13,164
Equipment lease expense	6,648			—			93			—			—			6,741
Non-cash employee stock ownership plan compensation charge	3,962			—			—			—			—			3,962
Loss on asset sales and disposals	908			—			(13		)	—			—			895

Operating loss	(4,586		)	(2		)	(3,016		)	(1,254		)	1,215			(7,643		)

Interest expense	(20,394		)	—			(11,185		)	(617		)	—			(32,196		)
Other income, net	215			—			296			1,215			(1,215		)	511

Loss before income taxes	(24,765		)	(2		)	(13,905		)	(656		)	—			(39,328		)

Income tax expense (benefit)	(10		)	—			381			—			—			371
Equity in loss of subsidiary	(14,944		)	—			—			—			14,944			—

Net loss	(39,699		)	(2		)	(14,286		)	(656		)	14,944			(39,699		)

Other comprehensive income	18,500			—			—			—			—			18,500

Comprehensive loss	$	(21,199	)	$	(2	)	$	(14,286	)	$	(656	)	$	14,944		$	(21,199	)

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FERRELLGAS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
(in thousands)

	For the three months ended October 31, 2018
	Ferrellgas, L.P. (Parent and Co-Issuer)			Ferrellgas Finance Corp. (Co-Issuer)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net cash provided by (used in) operating activities	$	11,666		$	(2	)	$	19,961		$	(17,231	)	$	(32,000	)	$	(17,606	)

Cash flows from investing activities:
Business acquisitions, net of cash acquired	(4,625		)	—			—			—			—			(4,625		)
Capital expenditures	(23,433		)	—			—			—			—			(23,433		)
Proceeds from sale of assets	1,061			—			—			—			—			1,061
Cash collected for purchase of interest in accounts receivable	—			—			—			242,912			(242,912		)	—
Cash remitted to Ferrellgas, L.P. for accounts receivable	—			—			—			(274,912		)	274,912			—
Net changes in advances with consolidated entities	2,585			—			—			—			(2,585		)	—
Other	(292		)	—			—			—			—			(292		)
Net cash used in investing activities	(24,704		)	—			—			(32,000		)	29,415			(27,289		)

Cash flows from financing activities:
Distributions	(10,015		)	—			—			—			—			(10,015		)
Payments on long-term debt	(281		)	—			—			—			—			(281		)
Net reductions in short-term borrowings	(32,800		)	—			—			—			—			(32,800		)
Net additions to collateralized short-term borrowings	—			—			—			32,000			—			32,000
Net changes in advances with parent	—			2			(19,829		)	17,242			2,585			—
Cash paid for financing costs	(213		)	—			—			(11		)	—			(224		)
Net cash provided by (used in) financing activities	(43,309		)	2			(19,829		)	49,231			2,585			(11,320		)

Net change in cash and cash equivalents	(56,347		)	—			132			—			—			(56,215		)
Cash and cash equivalents - beginning of year	119,133			1			174			—			—			119,308
Cash and cash equivalents - end of year	$	62,786		$	1		$	306		$	—		$	—		$	63,093

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FERRELLGAS, L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
(in thousands)

	For the three months ended October 31, 2017
	Ferrellgas, L.P. (Parent and Co-Issuer)			Ferrellgas Finance Corp. (Co-Issuer)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net cash provided by (used in) operating activities	$	23,305		$	(2	)	$	(22,294	)	$	25,981		$	(19,000	)	$	7,990

Cash flows from investing activities:
Business acquisitions, net of cash acquired	(13,867		)	—			—			—			—			(13,867		)
Capital expenditures	(19,429		)	—			(725		)	—			—			(20,154		)
Proceeds from sale of assets	1,208			—			—			—			—			1,208
Cash collected for purchase of interest in accounts receivable	—			—			—			203,291			(203,291		)	—
Cash remitted to Ferrellgas, L.P. for accounts receivable	—			—			—			(222,291		)	222,291			—
Net changes in advances with consolidated entities	3,088			—			—			—			(3,088		)	—
Net cash provided by (used in) investing activities	(29,000		)	—			(725		)	(19,000		)	15,912			(32,813		)

Cash flows from financing activities:
Distributions	(9,913		)	—			—			—			—			(9,913		)
Proceeds from increase in long-term debt	23,580			—			—			—			—			23,580
Payments on long-term debt	(281		)	—			—			—			—			(281		)
Net reductions in short-term borrowings	(5,879		)	—			—			—			—			(5,879		)
Net additions to collateralized short-term borrowings	—			—			—			19,000			—			19,000
Net changes in advances with parent	—			2			22,891			(25,981		)	3,088			—
Cash paid for financing costs	(287		)	—			—			—			—			(287		)
Net cash provided by (used in) financing activities	7,220			2			22,891			(6,981		)	3,088			26,220

Net change in cash and cash equivalents	1,525			—			(128		)	—			—			1,397
Cash and cash equivalents - beginning of year	5,327			1			373			—			—			5,701
Cash and cash equivalents - end of year	$	6,852		$	1		$	245		$	—		$	—		$	7,098

N. Subsequent events

Ferrellgas, L.P. evaluated events and transactions occurring after the balance sheet date through the date Ferrellgas, L.P.'s condensed consolidated financial statements were issued and concluded that there were no events or transactions occurring during this period that require recognition or disclosure in its condensed consolidated financial statements.

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FERRELLGAS FINANCE CORP.
(a wholly-owned subsidiary of Ferrellgas, L.P.)
CONDENSED BALANCE SHEETS
(unaudited)
	October 31, 2018			July 31, 2018
ASSETS
Cash	$	1,100		$	1,100
Prepaid expenses and other current assets	—			1,500
Total assets	$	1,100		$	2,600

Contingencies and commitments (Note B)

STOCKHOLDER'S EQUITY
Common stock, $1.00 par value; 2,000 shares authorized; 1,000 shares issued and outstanding	$	1,000		$	1,000
Additional paid in capital	72,602			72,552
Accumulated deficit	(72,502		)	(70,952		)
Total stockholder's equity	$	1,100		$	2,600
See notes to condensed financial statements.



FERRELLGAS FINANCE CORP.
(a wholly-owned subsidiary of Ferrellgas, L.P.)
CONDENSED STATEMENTS OF OPERATIONS
(unaudited)

	For the three months ended October 31,
	2018			2017

General and administrative expense	$	1,550		$	1,550

Net loss	$	(1,550	)	$	(1,550	)
See notes to condensed financial statements.

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FERRELLGAS FINANCE CORP.
(a wholly-owned subsidiary of Ferrellgas, L.P.)
CONDENSED STATEMENTS OF CASH FLOWS
(unaudited)
	For the three months ended October 31,
	2018			2017
Cash flows from operating activities:
Net loss	$	(1,550	)	$	(1,550	)
Changes in operating assets and liabilities:
Other current assets	1,500			1,500
Cash used in operating activities	(50		)	(50		)

Cash flows from financing activities:
Capital contribution	50			50
Cash provided by financing activities	50			50

Net change in cash	—			—
Cash - beginning of period	1,100			1,100
Cash - end of period	$	1,100		$	1,100
See notes to condensed financial statements.

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FERRELLGAS FINANCE CORP.

(a wholly-owned subsidiary of Ferrellgas, L.P.)

(unaudited)

NOTES TO CONDENSED FINANCIAL STATEMENTS

A. Formation

Ferrellgas Finance Corp. (the “Finance Corp.”), a Delaware corporation, was formed on January 16, 2003 and is a wholly-owned subsidiary of Ferrellgas, L.P. (the “Partnership”).

The Finance Corp. has nominal assets, does not conduct any operations and has no employees.

B. Contingencies and commitments

The Finance Corp. serves as co-issuer and co-obligor for debt securities of the Partnership.

The indentures governing the senior notes agreements contains various restrictive covenants applicable to the Partnership and its subsidiaries, the most restrictive relating to additional indebtedness and restricted payments. As of October 31, 2018 , the Partnership is in compliance with all requirements, tests, limitations and covenants related to these debt agreements.

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ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

Our management’s discussion and analysis of financial condition and results of operations relates to Ferrellgas Partners and the operating partnership.

Ferrellgas Partners Finance Corp. and Ferrellgas Finance Corp. have nominal assets, do not conduct any operations and have no employees other than officers. Ferrellgas Partners Finance Corp. serves as co-issuer and co-obligor for debt securities of Ferrellgas Partners while Ferrellgas Finance Corp. serves as co-issuer and co-obligor for debt securities of the operating partnership. Accordingly, and due to the reduced disclosure format, a discussion of the results of operations, liquidity and capital resources of Ferrellgas Partners Finance Corp. and Ferrellgas Finance Corp. is not presented.

In this Item 2 of the Quarterly Report on Form 10-Q, unless the context indicates otherwise:

•

“us,” “we,” “our,” “ours,” “consolidated,” or "Ferrellgas" are references exclusively to Ferrellgas Partners, L.P. together with its consolidated subsidiaries, including Ferrellgas Partners Finance Corp., Ferrellgas, L.P. and Ferrellgas Finance Corp., except when used in connection with “common units,” in which case these terms refer to Ferrellgas Partners, L.P. without its consolidated subsidiaries;


•	“Ferrellgas Partners” refers to Ferrellgas Partners, L.P. itself, without its consolidated subsidiaries;


•	the “operating partnership” refers to Ferrellgas, L.P., together with its consolidated subsidiaries, including Ferrellgas Finance Corp.;


•	our “general partner” refers to Ferrellgas, Inc.;


•	“Ferrell Companies” refers to Ferrell Companies, Inc., the sole shareholder of our general partner;


•	“unitholders” refers to holders of common units of Ferrellgas Partners;


•	"GAAP" refers to accounting principles generally accepted in the United States;


•	“retail sales” refers to Propane and other gas liquid sales: Retail - Sales to End Users or the volume of propane sold primarily to our residential, industrial/commercial and agricultural customers;


•	“wholesale sales” refers to Propane and other gas liquid sales: Wholesale - Sales to Resellers or the volume of propane sold primarily to our portable tank exchange customers and bulk propane sold to wholesale customers;


•	“other gas sales” refers to Propane and other gas liquid sales: Other Gas Sales or the volume of bulk propane sold to other third party propane distributors or marketers and the volume of refined fuel sold;


•	“propane sales volume” refers to the volume of propane sold to our retail sales and wholesale sales customers;


•	"Jamex" refers to Jamex Marketing, LLC;


•	“Notes” refers to the notes of the condensed consolidated financial statements of Ferrellgas Partners or the operating partnership, as applicable;

Ferrellgas Partners is a holding entity that conducts no operations and has two direct subsidiaries, Ferrellgas Partners Finance Corp. and the operating partnership. Ferrellgas Partners’ only significant assets are its approximate 99% limited partnership interest in the operating partnership and its 100% equity interest in Ferrellgas Partners Finance Corp. The common units of Ferrellgas Partners are listed on the New York Stock Exchange and our activities are primarily conducted through the operating partnership.

The operating partnership was formed on April 22, 1994, and accounts for substantially all of our consolidated assets, sales and operating earnings, except for interest expense related to the senior notes co-issued by Ferrellgas Partners and Ferrellgas Partners Finance Corp.

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Our general partner performs all management functions for us and our subsidiaries and holds a 1% general partner interest in Ferrellgas Partners and an approximate 1% general partner interest in the operating partnership. The parent company of our general partner, Ferrell Companies, beneficially owns approximately 23% of our outstanding common units. Ferrell Companies is owned 100% by an employee stock ownership trust.

We file annual, quarterly, and other reports and information with the Securities and Exchange Commission (the "SEC"). You may read and download our SEC filings over the Internet from several commercial document retrieval services as well as at the SEC’s website at www.sec.gov. Because our common units are traded on the New York Stock Exchange under the ticker symbol “FGP,” we also provide our SEC filings and particular other information to the New York Stock Exchange. You may obtain copies of these filings and such other information at the offices of the New York Stock Exchange located at 11 Wall Street, New York, New York 10005. In addition, our SEC filings are available on our website at www.ferrellgas.com at no cost as soon as reasonably practicable after our electronic filing or furnishing thereof with the SEC. Please note that any Internet addresses provided in this Quarterly Report on Form 10-Q are for informational purposes only and are not intended to be hyperlinks. Accordingly, no information found and/or provided at such Internet addresses is intended or deemed to be incorporated by reference herein.

The following is a discussion of our historical financial condition and results of operations and should be read in conjunction with our historical consolidated financial statements and accompanying Notes thereto included in our Annual Report on Form 10-K for fiscal 2018 and in our historical condensed consolidated financial statements and accompanying Notes thereto included elsewhere in this Quarterly Report on Form 10-Q.

The discussions set forth in the “Results of Operations” and “Liquidity and Capital Resources” sections generally refer to Ferrellgas Partners and its consolidated subsidiaries. However, in these discussions there exist one material difference between Ferrellgas Partners and the operating partnership: because Ferrellgas Partners has outstanding $357.0 million in aggregate principal amount of 8.625% senior notes due fiscal 2020, the two partnerships incur different amounts of interest expense on their outstanding indebtedness. See the statements of operations in their respective condensed consolidated financial statements.

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Cautionary Note Regarding Forward-looking Statements

Statements included in this report include forward-looking statements. These forward-looking statements are identified as any statement that does not relate strictly to historical or current facts. These statements often use words such as “anticipate,” “believe,” “intend,” “plan,” “projection,” “forecast,” “strategy,” “position,” “continue,” “estimate,” “expect,” “may,” “will,” or the negative of those terms or other variations of them or comparable terminology. These statements often discuss plans, strategies, events or developments that we expect or anticipate will or may occur in the future and are based upon the beliefs and assumptions of our management and on the information currently available to them. In particular, statements, express or implied, concerning our future operating results or our ability to generate sales, income or cash flow are forward-looking statements.

Forward-looking statements are not guarantees of performance. You should not put undue reliance on any forward-looking statements. All forward-looking statements are subject to risks, uncertainties and assumptions that could cause our actual results to differ materially from those expressed in or implied by these forward-looking statements. Many of the factors that will affect our future results are beyond our ability to control or predict. Some of the risk factors that may affect our business, financial condition or results of operations include:


•	the effect of weather conditions on the demand for propane;


•	the prices of wholesale propane, motor fuel and crude oil;


•	disruptions to the supply of propane;


•	competition from other industry participants and other energy sources;


•	energy efficiency and technology advances;


•	adverse changes in our relationships with our national tank exchange customers;


•	significant delays in the collection of accounts or notes receivable;


•	customer, counterparty, supplier or vendor defaults;


•	changes in demand for, and production of, hydrocarbon products;


•	increased trucking and rail regulations;


•	inherent operating and litigation risks in gathering, transporting, handling and storing propane;


•	our inability to complete acquisitions or to successfully integrate acquired operations;


•	costs of complying with, or liabilities imposed under, environmental, health and safety laws;


•	the impact of pending and future legal proceedings;


•	the interruption, disruption, failure or malfunction of our information technology systems including due to cyber attack;


•	the impact of changes in tax law that could adversely affect the tax treatment of Ferrellgas Partners for federal income tax purposes;


•	economic and political instability, particularly in areas of the world tied to the energy industry; and


•	disruptions in the capital and credit markets.

When considering any forward-looking statement, you should also keep in mind the risk factors set forth in “Item 1A. Risk Factors” of our Annual Report on Form 10-K for fiscal 2018 . Any of these risks could impair our business, financial condition or results of operations. Any such impairment may affect our ability to make distributions to our unitholders or pay interest on the principal of any of our debt securities. In addition, the trading price of our securities could decline as a result of any such impairment.

Except for our ongoing obligations to disclose material information as required by federal securities laws, we undertake no obligation to update any forward-looking statements or risk factors after the date of this Quarterly Report on Form 10-Q.

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Recent developments

Debt and interest expense reduction and refinancing strategy

We continue to execute on a strategy to further reduce our debt and interest expense. This strategy included entering into the new Senior Secured Credit Facility and amending its accounts receivable securitization facility in May 2018 and certain asset sales during fiscal 2018. We continue to evaluate all available options to address our leverage. We are in the process of engaging a financial advisor to assist us in executing this strategy.

Financial covenants

The indenture governing the outstanding notes of Ferrellgas Partners and the agreements governing the operating partnership’s indebtedness contain various covenants that limit our ability and its subsidiaries to, among other things, make restricted payments and incur additional indebtedness. Our general partner believes that the most restrictive of these covenants is the consolidated fixed charge coverage ratio, as defined in the indenture governing the outstanding notes of Ferrellgas Partners.

Consolidated fixed charge coverage ratio - Ferrellgas Partners, L.P., the master limited partnership

This covenant requires that the ratio of trailing four quarters EBITDA to interest expense (both as adjusted for certain, specified items) of Ferrellgas Partners be at least 1.75 x before a restricted payment (as defined in the indenture) can be made by Ferrellgas Partners. If this ratio were to drop below 1.75 x, the indenture allows Ferrellgas Partners to make restricted payments of up to $50.0 million in total over a sixteen quarter period while below this ratio. As of October 31, 2018 , the ratio was 1.40 x. As a result of distributions paid to common unitholders in September 2017, December 2017, March 2018, June 2018, and September 2018 while this ratio was less than 1.75 x, Ferrellgas Partners is currently restricted by this covenant from making future restricted payments, including distributions to common unitholders. Accordingly, no distributions will be paid to common unitholders in December 2018 for the three months ended October 31, 2018 . Unless this indenture is amended or replaced, or our consolidated fixed charge coverage ratio improves to at least 1.75 x, this covenant will continue to restrict us from making common unit distributions for our quarter ending January 31, 2019 and beyond.

Consolidated fixed charge coverage ratio - Ferrellgas, L.P., the operating partnership

Distributions

As discussed above, no distributions will be paid to common unitholders in December 2018 for the three months ended October 31, 2018. Unless the indenture governing the outstanding Ferrellgas Partners notes is amended or replaced, if our consolidated fixed charge coverage ratio does not improve to at least 1.75x, this covenant will not allow us to make common unit distributions for our quarter ending January 31, 2019 and beyond.

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How We Evaluate Our Operations

We evaluate our overall business performance based primarily on Adjusted EBITDA. We do not utilize depreciation, depletion and amortization expense in our key measures, because we focus our performance management on cash flow generation and our revenue generating assets have long useful lives.

Propane operations and related equipment sales

Based on our propane sales volumes in fiscal 2018, we believe that we are the second largest retail marketer of propane in the United States and a leading national provider of propane by portable tank exchange. We serve residential, industrial/commercial, portable tank exchange, agricultural, wholesale and other customers in all 50 states, the District of Columbia and Puerto Rico. Our operations primarily include the distribution and sale of propane and related equipment and supplies with concentrations in the Midwest, Southeast, Southwest and Northwest regions of the United States.

We use information on temperatures to understand how our results of operations are affected by temperatures that are warmer or colder than normal. Normal temperatures computed by us are the average of the last 10 years of information published by the National Oceanic and Atmospheric Administration. Based on this information we calculate a ratio of actual heating degree days to normal heating degree days. Heating degree days are a general indicator of weather impacting propane usage.

Weather conditions have a significant impact on demand for propane for heating purposes primarily during the months of November through March (the “winter heating season”). Accordingly, the volume of propane used by our customers for this purpose is directly affected by the severity of the winter weather in the regions we serve and can vary substantially from year to year. In any given region, sustained warmer-than-normal temperatures will tend to result in reduced propane usage, while sustained colder-than-normal temperatures will tend to result in greater usage. Although there is a strong correlation between weather and customer usage, general economic conditions in the United States and the wholesale price of propane can have a significant impact on this correlation. Additionally, there is a natural time lag between the onset of cold weather and increased sales to customers. If the United States were to experience a cooling trend we could expect nationwide demand for propane to increase which could lead to greater sales, income and liquidity availability. Conversely, if the United States were to experience a continued warming trend, we could expect nationwide demand for propane for heating purposes to decrease which could lead to a reduction in our sales, income and liquidity availability as well as impact our ability to maintain compliance with our debt covenants.

We employ risk management activities that attempt to mitigate price risks related to the purchase, storage, transport and sale of propane generally in the contract and spot markets from major domestic energy companies. We attempt to mitigate these price risks through the use of financial derivative instruments and forward propane purchase and sales contracts. We enter into propane sales commitments with a portion of our customers that provide for a contracted price agreement for a specified period of time. These commitments can expose us to product price risk if not immediately hedged with an offsetting propane purchase commitment.

Our open financial derivative propane purchase commitments are designated as hedges primarily for fiscal 2019 and 2020 sales commitments and, as of October 31, 2018 , have experienced net mark-to-market gains of approximately $8.0 million . Because these financial derivative purchase commitments qualify for hedge accounting treatment, the resulting asset, liability and related mark-to-market gains or losses are recorded on the condensed consolidated balance sheets as “Prepaid expenses and other current assets,” "Other assets, net," “Other current liabilities,” "Other liabilities" and “Accumulated other comprehensive income,” respectively, until settled. Upon settlement, realized gains or losses on these contracts will be reclassified to “Cost of sales-propane and other gas liquid sales” in the condensed consolidated statements of operations as the underlying inventory is sold. These financial derivative purchase commitment net gains are expected to be offset by decreased margins on propane sales commitments that qualify for the normal purchase normal sale exception. At October 31, 2018 , we estimate 81% of currently open financial derivative purchase commitments, the related propane sales commitments and the resulting gross margin will be realized into earnings during the next twelve months.

Summary Discussion of Results of Operations:

Items Impacting the Comparability of Our Financial Results

Our current and future results of operations will not be comparable to our historical results of operations for the periods presented due to the following transactions:

•

During July 2018, we completed the sale of a subsidiary and a group of assets within the Midstream operations segment. The subsidiary sold was Bridger Environmental LLC, which encompassed all saltwater disposal activities previously operated by us. The group of assets sold included all assets, excluding working capital, associated with the crude oil trucking operations previously operated by us. Additionally, the sale included two crude oil injection terminals.


•	During the third quarter of fiscal 2018, we sold all 1,292 rail tank cars utilized in our Midstream operations segment.


•	During the second quarter of fiscal 2018, we completed the sale of Bridger Energy, LLC, included in our Midstream operations segment.


•	During July 2018, we completed the sale of a group of assets encompassing an immaterial reporting unit within our Propane operations segment that sold lower margin propane related equipment.


•	Operating loss and adjusted EBITDA associated with these divestitures in the first quarter of fiscal 2018 was $3.0 million and $7.2 million, respectively.

For the three months ended October 31, 2018 and 2017

During the three months ended October 31, 2018 , we generated net loss attributable to Ferrellgas Partners L.P. of $ 57.0 million , compared to net loss attributable to Ferrellgas Partners L.P. of $ 47.9 million during the three months ended October 31, 2017 .

Our propane operations and related equipment sales segment generated operating income of $6.9 million during the three months ended October 31, 2018 , compared to operating income of $11.2 million earned during the three months ended October 31, 2017 . The decrease in operating income is primarily due to a $6.1 million increase in "Operating, general and administrative expense", a $3.1 million decrease in "Gross margin - other" and a $1.4 million increase in "Equipment lease expense", partially offset by a $7.6 million increase in "Gross margin - Propane and other gas liquid sales". The increase in "Operating, general and administrative expense" and "Gross margin - Propane and other gas liquid sales" primarily resulted from a 4% increase in retail customer count. The impact of the sale of a group of assets that sold lower margin propane related equipment resulted in the decrease in "Gross margin - other".

Our corporate and other operations recognized an operating loss of $20.4 million during the three months ended October 31, 2018 , compared to an operating loss of $18.9 million recognized during the three months ended October 31, 2017 . This increase in operating loss was primarily due to increased corporate costs of $1.7 million, partially offset by the $0.2 million decrease in operating loss related to our midstream operations. Corporate costs increased primarily due to a $3.7 million increase in legal costs, partially offset by a $1.2 million decrease in non-cash employee stock ownership plan compensation costs.

“Interest expense” for Ferrellgas increased $3.1 million primarily due to increased interest rates on our secured credit facility.

Distributable cash flow attributable to equity investors decreased to $(27.4) million in the current period from $(19.3) million in the prior period primarily due to an $8.4 million decrease in our Adjusted EBITDA which was primarily due to various asset sales in fiscal 2018 encompassing our former midstream operations.

Distributable cash flow shortage increased to $36.6 million in the current period from $28.7 million in the prior period, primarily due to an $8.4 million decrease in our Adjusted EBITDA.

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Consolidated Results of Operations



	Three months ended October 31,
(amounts in thousands)	2018			2017
Total revenues	$	352,309		$	454,655

Total cost of sales	207,183			301,342

Operating expense	110,331			110,462
Depreciation and amortization expense	18,992			25,732
General and administrative expense	14,179			13,164
Equipment lease expense	7,863			6,741
Non-cash employee stock ownership plan compensation charge	2,748			3,962
Loss on asset sales and disposals	4,504			895
Operating loss	(13,491		)	(7,643		)
Interest expense	(43,878		)	(40,807		)
Other income, net	19			511
Loss before income taxes	(57,350		)	(47,939		)
Income tax expense	158			377
Net loss	(57,508		)	(48,316		)
Net loss attributable to noncontrolling interest	(493		)	(401		)
Net loss attributable to Ferrellgas Partners, L.P.	(57,015		)	(47,915		)
Less: General partner's interest in net loss	(570		)	(479		)
Common unitholders' interest in net loss	$	(56,445	)	$	(47,436	)

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Non-GAAP Financial Measures

In this Quarterly Report we present three primary non-GAAP financial measures: Adjusted EBITDA, Distributable cash flow attributable to equity investors, and Distributable cash flow attributable to common unitholders.

Adjusted EBITDA . Adjusted EBITDA is calculated as net loss attributable to Ferrellgas Partners, L.P., less the sum of the following: income tax expense (benefit), interest expense, depreciation and amortization expense, non-cash employee stock ownership plan compensation charge, loss on asset sales and disposals, other income, net, severance costs, legal fees and settlements, multi-employer pension withdrawal settlement, unrealized (non-cash) loss on changes in fair value of derivatives not designated as hedging instruments, and net loss attributable to noncontrolling interest. Management believes the presentation of this measure is relevant and useful because it allows investors to view the partnership's performance in a manner similar to the method management uses, adjusted for items management believes makes it easier to compare its results with other companies that have different financing and capital structures. This method of calculating Adjusted EBITDA may not be consistent with that of other companies and should be viewed in conjunction with measurements that are computed in accordance with GAAP.

Distributable Cash Flow Attributable to Equity Investors . Distributable cash flow attributable to equity investors is calculated as Adjusted EBITDA minus net cash interest expense, maintenance capital expenditures and cash paid for taxes, plus proceeds from asset sales. Management considers distributable cash flow attributable to equity investors a meaningful measure of the partnership’s ability to declare and pay quarterly distributions to equity investors. Distributable cash flow attributable to equity investors, as management defines it, may not be comparable to distributable cash flow attributable to equity investors or similarly titled measurements used by other corporations and partnerships. Items added into our calculation of distributable cash flow attributable to equity investors that will not occur on a continuing basis may have associated cash payments. Distributable cash flow attributable to equity investors may not be consistent with that of other companies and should be viewed in conjunction with measurements that are computed in accordance with GAAP.

Distributable Cash Flow Attributable to Common Unitholders . Distributable cash flow attributable to common unitholders is calculated as Distributable cash flow attributable to equity investors minus distributable cash flow attributable to general partner and noncontrolling interest. Management considers distributable cash flow attributable to common unitholders a meaningful measure of the partnership’s ability to declare and pay quarterly distributions to common unitholders. Distributable cash flow attributable to common unitholders, as management defines it, may not be comparable to distributable cash flow attributable to common unitholders or similarly titled measurements used by other corporations and partnerships. Items added into our calculation of distributable cash flow attributable to common unitholders that will not occur on a continuing basis may have associated cash payments. Distributable cash flow attributable to common unitholders may not be consistent with that of other companies and should be viewed in conjunction with measurements that are computed in accordance with GAAP.

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The following table summarizes EBITDA, Adjusted EBITDA, Distributable cash flow attributable to equity investors and Distributable cash flow attributable to common unitholders for the three months ended October 31, 2018 and 2017 , respectively:



	Three months ended October 31,
(amounts in thousands)	2018			2017
Net loss attributable to Ferrellgas Partners, L.P.	$	(57,015	)	$	(47,915	)
Income tax expense	158			377
Interest expense	43,878			40,807
Depreciation and amortization expense	18,992			25,732
EBITDA	6,013			19,001
Non-cash employee stock ownership plan compensation charge	2,748			3,962
Loss on asset sales and disposals	4,504			895
Other income, net	(19		)	(511		)
Severance costs	—			1,663
Legal fees and settlements	3,564			—
Multi-employer pension plan withdrawal settlement	1,524			—
Unrealized (non-cash) loss on changes in fair value of derivatives not designated as hedging instruments	—			1,607
Net loss attributable to noncontrolling interest	(493		)	(401		)
Adjusted EBITDA	17,841			26,216
Net cash interest expense (a)	(40,899		)	(38,057		)
Maintenance capital expenditures (b)	(5,385		)	(8,704		)
Cash paid for taxes	(2		)	(6		)
Proceeds from asset sales	1,061			1,208
Distributable cash flow shortage attributable to equity investors	(27,384		)	(19,343		)
Distributable cash flow shortage attributable to general partner and non-controlling interest	(548		)	(387		)
Distributable cash flow shortage attributable to common unitholders	(26,836		)	(18,956		)
Less: Distributions paid to common unitholders	9,715			9,715
Distributable cash flow shortage (c)	$	(36,551	)	$	(28,671	)


(a)	Net cash interest expense is the sum of interest expense less non-cash interest expense and other income (expense), net. This amount includes interest expense related to the accounts receivable securitization facility.


(b)	Maintenance capital expenditures include capitalized expenditures for betterment and replacement of property, plant and equipment.


(c)	Distributable cash flow shortages are funded from previously established reserves, cash on hand or borrowings under our secured credit facility or accounts receivable securitization facility. Distributable cash flow excess, if any, is retained to establish reserves for future distributions, reduce debt, fund capital expenditures and for other partnership purposes.

Segment Operating Results for the three months ended October 31, 2018 and 2017

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Propane operations and related equipment sales

The following table summarizes propane sales volumes and the Adjusted EBITDA results of our propane operations and related equipment sales segment for the periods indicated:




	2018		2017		Increase (Decrease)
As of October 31,
Retail customers	678,209		653,719		24,490			4	%
Tank exchange selling locations	53,809		47,985		5,824			12	%

(amounts in thousands)
Three months ended October 31,
Propane sales volumes (gallons):
Retail - Sales to End Users	129,667		119,294		10,373			9	%
Wholesale - Sales to Resellers	48,960		53,429		(4,469		)	(8	)%
	178,627		172,723		5,904			3	%

Revenues -
Propane and other gas liquids sales:
Retail - Sales to End Users	$	217,764	$	183,794	$	33,970		18	%
Wholesale - Sales to Resellers	93,944		98,429		(4,485		)	(5	)%
Other Gas Sales (a)	23,258		20,535		2,723			13	%
Other (b)	17,343		31,137		(13,794		)	(44	)%
Propane and related equipment revenues	$	352,309	$	333,895	$	18,414		6	%

Gross Margin -
Propane and other gas liquids sales: (c)
Retail - Sales to End Users (a)	$	90,475	$	78,431	$	12,044		15	%
Wholesale - Sales to Resellers (a)	40,355		44,812		(4,457		)	(10	)%
Other (b)	14,296		17,435		(3,139		)	(18	)%
Propane and related equipment gross margin	$	145,126	$	140,678	$	4,448		3	%

Operating, general and administrative expense (d)	$	110,331	$	104,265	$	6,066		6	%
Equipment lease expense	7,604		6,205		1,399			23	%

Operating income	$	6,867	$	11,212	$	(4,345	)	(39	)%
Depreciation and amortization expense	18,341		18,088		253			1	%
Loss on asset sales and disposals	1,983		908		1,075			118	%
Severance costs	—		358		(358		)	(100	)%
Multi-employer pension plan withdrawal settlement	1,524		—		1,524			NM
Adjusted EBITDA	$	28,715	$	30,566	$	(1,851	)	(6	)%

(a) Gross margin for Other Gas Sales is allocated to Gross margin "Retail - Sales to End Users" and "Wholesale - Sales to Resellers" based on the volumes in each respective category.

(b) Other primarily includes appliance and material sales, and to a lesser extent various customer fee income.

(c) Gross margin from "Propane and other gas liquids sales" represents "Revenues - Propane and other gas liquids sales" less "Cost of sales - Propane and other gas liquids sales" and does not include depreciation and amortization.

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(d) Operating, general, and administrative expenses are included in the calculation of Adjusted EBITDA. General and administrative expenses include only certain items that were directly attributable to the propane operations and related equipment sales segment.

Propane sales volumes during the three months ended October 31, 2018 increased 3% or 5.9 million gallons, from the prior year period due to increased sales to retail customers of 10.4 million gallons, partially offset by a decrease of 4.5 million gallons to wholesale customers. The increase in propane sales volumes to retail customers was primarily due to the 4% increase in retail customer count.

Our wholesale sales price per gallon largely correlates to the change in the wholesale market price of propane. The Mt. Belvieu, Texas major supply point during the three months ended October 31, 2018 averaged 15% greater than the prior year period, while at the Conway, Kansas major supply point prices averaged 5% less than the prior period. The wholesale market price at Mt. Belvieu, Texas averaged $0.99 and $0.86 per gallon during the three months ended October 31, 2018 and 2017 , respectively, while the wholesale market price at Conway, Kansas averaged $0.78 and $0.82 per gallon during the three months ended October 31, 2018 and 2017 , respectively.

Revenues

Retail sales increased $34.0 million compared to the prior period. This increase resulted from an $18.0 million increase in sales price per gallon and $16.0 million in increased sales volumes, as discussed above.

Wholesale sales decreased $4.5 million compared to the prior period. This decrease primarily resulted from an $3.1 million decrease in sales volumes.

Other gas sales increased $2.7 million compared to the prior year period primarily due to an increase in sales price per gallon, as discussed above.

Other sales decreased $13.8 million compared to the prior year period primarily due to the sale of our lower margin propane related equipment business at the end of fiscal 2018.

Gross margin - Propane and other gas liquids sales

Gross margin increased $7.6 million primarily due to the increase in gallon sales as discussed above. The increase in retail gross margin of $12.0 million resulted from a combination of increases in retail customer counts, as discussed above and an increase in gross margin per gallon. The $4.4 million decrease in wholesale gross margin primarily relates to decreased gross margin per gallon.

Gross margin - other

Gross margin decreased $3.1 million compared to the prior year period primarily due to the sale of our lower margin propane related equipment business at the end of fiscal 2018.

Operating income

Operating income decreased $4.3 million primarily due to a $6.1 million increase in "Operating, general and administrative expense", a $3.1 million decrease in "Gross margin - other", as discussed above and a $1.4 million increase in "Equipment lease expense", partially offset by a $7.6 million increase in "Gross margin - Propane and other gas liquid sales", as discussed above. "Operating, general and administrative expense" increased primarily due to a $4.9 million increase in field personnel costs, a $1.5 million increase in vehicle fuel costs, a $1.5 million pension settlement charge associated with the withdrawal from a multi-employer pension plan and a $1.0 million increase in general liability and workers compensation costs, partially offset by $3.0 million of costs incurred in the prior year period related to a business sold in fiscal 2018. Equipment lease expense increased due to our efforts to upgrade our vehicle fleet.

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Adjusted EBITDA

Adjusted EBITDA decreased $ 1.9 million primarily due to $4.9 million increase in "Operating, general and administrative expense", a $3.1 million decrease in "Gross margin - other" and a $1.4 million increase in "Equipment lease expense", partially offset by a $7.6 million increase in "Gross margin - Propane and other gas liquid sales", all as discussed above. "Operating, general and administrative expense" increased primarily due to a $4.9 million increase in field personnel costs, a $1.5 million increase in vehicle fuel costs and a $1.0 million increase in general liability and workers compensation costs, partially offset by $3.0 million of costs incurred in the prior year period related to a business sold in fiscal 2018.

Corporate and other operations

The following table summarizes the financial results of our corporate operations for the periods indicated. Prior period amounts also include results of our midstream operations.



(amounts in thousands)
Three months ended October 31,	2018			2017			Increase (Decrease)
Volumes (barrels):
Crude oil hauled	—			12,150			(12,150		)	NM
Crude oil sold	—			1,829			(1,829		)	NM
Salt water volume processed	—			4,940			(4,940		)	NM

Revenues -
Crude oil and other logistics	$	—		$	17,341		$	(17,341	)	NM
Crude oil sales	—			99,019			(99,019		)	NM
Other	—			4,400			(4,400		)	NM
	$	—		$	120,760		$	(120,760	)	NM

Gross margin - (a)
Crude oil and other logistics	$	—		$	10,956		$	(10,956	)	NM
Crude oil sales	—			649			(649		)	NM
Other	—			1,030			(1,030		)	NM
	$	—		$	12,635		$	(12,635	)	NM

Operating, general, and administrative expenses	$	14,179		$	19,361		$	(5,182	)	(27	)%
Equipment lease expense	259			536			(277		)	(52	)%

Operating loss	$	(20,358	)	$	(18,855	)	$	(1,503	)	(8	)%
Depreciation and amortization expense	651			7,644			(6,993		)	(91	)%
Non-cash employee stock ownership plan compensation charge	2,748			3,962			(1,214		)	(31	)%
Loss (gain) on asset sales and disposals	2,521			(13		)	2,534			NM
Legal fees and settlements	3,564			—			3,564			NM
Severance costs	—			1,305			(1,305		)	NM
Unrealized (non-cash) gain on changes in fair value of derivatives not designated as hedging instruments	—			1,607			(1,607		)	NM
Adjusted EBITDA	$	(10,874	)	$	(4,350	)	$	(6,524	)	NM

NM - Not meaningful

(a) Gross margin represents "Revenues - Midstream operations" less "Cost of sales - Midstream operations" and does not include depreciation and amortization.

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In various dispositions that occurred during fiscal 2018, we sold our midstream businesses, thus much of the significant variances reported above result from the cessation of the midstream business by the end of fiscal 2018.

Operating loss

Operating loss increased by $1.5 million during the three months ended October 31, 2018 as compared to the three months ended October 31, 2017 . This increase in operating loss was primarily due to increased corporate costs of $1.7 million, partially offset by the $0.2 million decrease in operating loss related to our midstream operations. Corporate costs increased primarily due to a $3.7 million increase in legal costs, partially offset by a $1.2 million decrease in non-cash employee stock ownership plan compensation costs.

Adjusted EBITDA

Adjusted EBITDA decreased $6.5 million primarily due to the $6.9 million decrease in Adjusted EBITDA reported by Midstream operations in fiscal 2018.

Liquidity and Capital Resources

General

Our primary sources of liquidity and capital resources are cash flows from operating activities, borrowings under our secured credit facility and our accounts receivable securitization facility and funds received from sales of debt and equity securities. As of October 31, 2018, our total liquidity was $250.1 million, which is comprised of $63.2 million in cash and $186.9 million of availability under our secured credit facility. These sources of liquidity and capital resources are intended to fund our working capital requirements, letter of credit requirements, debt service payments, acquisition and capital expenditures and distributions to our unitholders. Our liquidity and capital resources may be affected by our ability to access the capital markets, covenants in our debt agreements, unforeseen demands on cash, or other events beyond our control.

Financial Covenants

As more fully described in Item 2. Management’s Discussion and Analysis under the subheading “Financial Covenants”, the indenture governing the outstanding notes of Ferrellgas Partners and the agreements governing the operating partnership’s indebtedness contain various covenants that limit our ability to, among other things, incur additional indebtedness and make distribution payments to our common unitholders. Given the limitations of these covenants, we continue to execute on a strategy to reduce our debt and interest expense. If we are unsuccessful with our strategy to further reduce debt and interest expense, we may continue to be restricted from making distribution payments to our common unitholders.

We may not meet the applicable financial tests in future quarters if we were to experience:


•	significantly warmer than normal temperatures during the winter heating season;


•	significant and sustained increases in the wholesale cost of propane that we are unable to pass along to our customers;


•	a more volatile energy commodity cost environment;


•	an unexpected downturn in business operations;


•	a significant delay in the collection of accounts or notes receivable;


•	a failure to execute our debt and interest expense reduction and refinancing initiatives;


•	a change in customer retention or purchasing patterns due to economic or other factors in the United States;


•	a material downturn in the credit and/or equity markets; or


•	a large uninsured, unfavorable lawsuit judgment or settlement.

We may seek additional capital as part of our debt reduction strategy.

As discussed above, no distributions will be paid to common unitholders in December 2018 for the three months ended October 31, 2018. Unless the indenture governing the outstanding notes is amended or replaced, if Ferrellgas Partners' consolidated fixed charge coverage ratio does not improve to at least 1.75 x, this covenant will not allow us to make common unit distributions for our quarter ending January 31, 2019 and beyond.

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Distributable Cash Flow

Distributable cash flow to equity investors is reconciled to net loss attributable to Ferrellgas Partners, L.P. in Item 2. Management's Discuss and Analysis under the subheading "Non-GAAP Financial Measures." A comparison of distributable cash flow to distributions paid for the twelve months ended October 31, 2018 to the twelve months ended July 31, 2018 is as follows (in thousands):



	Distributable Cash Flow to equity investors			Cash reserves (deficiency) approved by our General Partner			Cash distributions paid to equity investors		DCF ratio
Three months ended October 31, 2018	$	(27,384	)	$	(37,299	)	$	9,915
For the year ended July 31, 2018	62,904			22,934			39,970
Less: Three months ended October 31, 2017	(19,343		)	(29,256		)	9,913
Twelve months ended October 31, 2018	$	54,863		$	14,891		$	39,972	1.37

Twelve months ended July 31, 2018	62,904			22,934			39,970		1.57
Change	$	(8,041	)	$	(8,043	)	$	2	(0.20	)

For the twelve months ended October 31, 2018 , distributable cash flow attributable to equity investors decreased $8.0 million compared to the twelve months ended July 31, 2018 . Cash distributions paid to equity investors were unchanged, because both the number of common units outstanding and our annual distribution rate had not changed during that twelve month period. Our distribution coverage ratio decreased to 1.37 for the twelve months ended October 31, 2018 , compared with the twelve months ended July 31, 2018. Cash reserves, which we utilize to meet future anticipated expenditures, increased by $14.9 million during the twelve months ended October 31, 2018 compared to an increase of $22.9 million in the twelve months ended July 31, 2018 .

We believe that the liquidity available from our cash on hand, cash flows from operating activities, our senior secured credit facility, and the accounts receivable securitization facility, combined with our other debt and interest expense reduction initiatives, will be sufficient to meet our capital expenditure, working capital and letter of credit requirements.

During periods of high volatility, our risk management activities may expose us to the risk of counterparty margin calls in amounts greater than we have the capacity to fund. Likewise our counterparties may not be able to fulfill their margin calls from us or may default on the settlement of positions with us.

Our working capital requirements are subject to, among other things, the price of propane, delays in the collection of receivables, volatility in energy commodity prices, liquidity imposed by insurance providers, downgrades in our credit ratings, decreased trade credit, significant acquisitions, the weather, customer retention and purchasing patterns and other changes in the demand for propane. Relatively colder weather or higher propane prices during the winter heating season are factors that could significantly increase our working capital requirements.

Our ability to satisfy our obligations is dependent upon our future performance, which will be subject to prevailing weather, economic, financial and business conditions and other factors, many of which are beyond our control. Due to the seasonality of the retail propane distribution business, a significant portion of our propane operations and related products cash flows from operations is generated during the winter heating season. Our net cash provided by operating activities primarily reflects earnings from our business activities adjusted for depreciation and amortization and changes in our working capital accounts. Historically, we generate significantly lower net cash from operating activities in our first and fourth fiscal quarters as compared to the second and third fiscal quarters due to the seasonality of our propane operations and related equipment sales operations.

Operating Activities

Ferrellgas Partners

Net cash used in operating activities was $17.6 million for the three months ended October 31, 2018 , compared to net cash provided by operating activities of $7.9 million for the three months ended October 31, 2017 . This decrease in cash provided by

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operating activities was primarily due to a $9.6 million increase in working capital requirements and a $14.6 million decrease in cash flow from operations.

The decrease in cash flow from operations is primarily due to a $8.2 million decrease in gross margin, as well as a net increase in "General and administrative expense" and "Equipment lease expense" of $2.1 million , and a $3.1 million increase in "Interest expense," due to increased interest rates on our new secured credit facility.

The increase in working capital requirements for the three months ended October 31, 2018 compared to the three months ended October 31, 2017 was primarily due to a $33.2 million increase in requirements for other current liabilities due primarily to an increase in margin deposits paid by us during the three months ended October 31, 2018 compared to the three months ended October 31, 2017, partially offset by a $13.2 million decrease in requirements for accounts receivable in our propane operations and related equipment sales segment due to declining propane prices in the current quarter partially offset by increases in the volume of propane sold, and a $10.3 million decrease in requirements for inventory primarily resulting from increases in Midstream inventory in the three months ended October 31, 2017.

The operating partnership

Net cash used in operating activities was $17.6 million for the three months ended October 31, 2018 , compared to net cash provided by operating activities of $8.0 million for the three months ended October 31, 2017 . This decrease in cash provided by operating activities was primarily due to a $9.9 million increase in working capital requirements, a $14.6 million decrease in cash flow from operations, and a $1.1 million outflow associated with other assets and other liabilities.

The decrease in cash flow from operations is primarily due to a $8.2 million decrease in gross margin, as well as a net increase in "General and administrative expense" and "Equipment lease expense" of $2.1 million , and a $3.0 million increase in "Interest expense," due to increased interest rates on our new secured credit facility.

Investing Activities

Ferrellgas Partners

Capital Requirements

Our business requires continual investments to upgrade or enhance existing operations and to ensure compliance with safety and environmental regulations. Capital expenditures for our business consist primarily of:


•	Maintenance capital expenditures. These capital expenditures include expenditures for betterment and replacement of property, plant and equipment rather than to generate incremental distributable cash flow. Examples of maintenance capital expenditures include a routine replacement of a worn-out asset or replacement of major vehicle components; and


•	Growth capital expenditures. These expenditures are undertaken primarily to generate incremental distributable cash flow. Examples include expenditures for purchases of both bulk and portable propane tanks and other equipment to facilitate expansion of our customer base and operating capacity.

Net cash used in investing activities was $27.3 million for the three months ended October 31, 2018 , compared to net cash used in investing activities of $32.8 million for the three months ended October 31, 2017 . This decrease in net cash used in investing activities is primarily due to a $9.2 million decrease in "Business acquisitions, net of cash acquired", partially offset by a $3.3 million increase in "Capital expenditures".

The increase in "Capital expenditures" is primarily due to increases in growth capital expenditures, partially offset by decreases in maintenance capital expenditures in our Propane operations and related equipment sales segment during the three

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months ended October 31, 2018 .The increase in growth capital expenditures is primarily due to the construction of new plants and a continued increase in the number of cylinders and cages purchased to support increases in tank exchange sales and selling locations. This increase was partially offset by a decrease in maintenance capital expenditures, primarily due to a reduction in the purchase of new propane delivery trucks, compared to the three months ended October 31, 2017 .

The decrease in "Business acquisitions, net of cash acquired" is attributable to three smaller acquisitions by our Propane operations and related equipment sales segment during the three months ended October 31, 2018 compared to the acquisitions completed during the three months ended October 31, 2017 .

Due to the mature nature of our Propane operations and related equipment sales operations segment, we do not anticipate significant fluctuations in maintenance capital expenditures. However, future fluctuations in growth capital expenditures could occur due to the opportunistic nature of these projects.

The operating partnership

The investing activities discussed above also apply to the operating partnership.

Financing Activities

Ferrellgas Partners

Net cash used in financing activities was $11.2 million for the three months ended October 31, 2018 , compared to net cash provided by financing activities of $26.2 million for the three months ended October 31, 2017 . This decrease in cash flow provided by financing activities was primarily due to a $23.6 million decrease in proceeds from long-term debt and a $13.9 million net decrease in proceeds from short-term borrowings.

Distributions

During the three months ended October 31, 2018 , Ferrellgas Partners paid the quarterly per unit distributions on all common units of $0.10 in connection with the distributions declared for the three month period ended July 31, 2018. Total distributions paid to common unitholders during the three months ended October 31, 2018 , including the related general partner distributions, was $9.8 million . As discussed above, no distribution on common units or the related general partner distribution will be made in December 2018 for the three months ended October 31, 2018 or for any future quarterly period until Ferrellgas Partners' fixed charge coverage ratio is at least 1.75x, or the indenture governing the notes of Ferrellgas Partners is amended or replaced.

Secured credit facility

The Senior Secured Credit Facility consists of a $300.0 million revolving line of credit (the "Revolving Facility") as well as a $275.0 million term loan (the "Term Loan"), which mature on May 4, 2023. Revolving Facility borrowings bear interest at the Prime Rate + 4.75% and Term Loan borrowings bear interest at LIBOR + 5.75%. The Revolving Facility includes a $125.0 million sublimit for the issuance of letters of credit. Borrowings under the Senior Secured Credit Facility are available for working capital needs, capital expenditures and other general partnership purposes, including the refinancing of existing indebtedness and acquisitions, within certain limits.

The Term Loan does not include any scheduled principal payments and the Revolving Facility does not have any scheduled commitment reductions before maturity; however, the Term Loan requires prepayments pursuant to the following: 1) certain asset sales, 2) 50% of any excess cash flow, as defined by the Term Loan, in any fiscal year beginning with fiscal year 2019, 3) certain insurance proceeds, and 4) certain tax refunds.

The Senior Secured Credit Facility is secured with substantially all of the assets of the operating partnership and its subsidiaries, and Ferrellgas Partners’ and the general partner’s partnership interests in the operating partnership, and contains various affirmative and negative covenants and default provisions, as well as requirements with respect to the maintenance of specified financial ratios and limitations on the making of loans and investments.

As of October 31, 2018, the operating partnership had outstanding borrowings of $275.0 million under the Term Loan at a rate of 8.01%, which was classified as long-term debt and no borrowings under the Revolving Facility. As of October 31, 2018, Ferrellgas had available borrowing capacity under the Revolving Facility of $186.9 million. As of July 31, 2018, the operating partnership had borrowings of $275.0 million under the Term Loan at a rate of 7.86%, which was classified as long-term debt

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and $32.8 million under the Revolving Facility at a rate of 9.75%, which was classified as short-term borrowings. As of July 31, 2018, Ferrellgas had available borrowing capacity under its Revolving Facility of $159.3 million.

Letters of credit outstanding at October 31, 2018 totaled $113.1 million and were used to secure insurance arrangements, product purchases, and commodity hedges. At October 31, 2018 , we had remaining letter of credit capacity of $11.9 million .

Accounts receivable securitization

Ferrellgas Receivables is a consolidated subsidiary. Expenses associated with accounts receivable securitization transactions are recorded in “Interest expense” in the condensed consolidated statements of operations. Additionally, borrowings and repayments associated with these transactions are recorded in “Cash flows from financing activities” in the condensed consolidated statements of cash flows.

Cash flows from our accounts receivable securitization facility increased $13.0 million , as we received net funding of $32.0 million from this facility during the three months ended October 31, 2018 as compared to receiving net funding of $19.0 million from this facility during the three months ended October 31, 2017 .

Our utilization of the accounts receivable securitization facility is limited by the amount of accounts receivable that we are permitted to securitize according to the facility agreement. As of October 31, 2018 , we had received cash proceeds of $90.0 million related to the securitization of our trade accounts receivable, with no remaining capacity receive additional proceeds. As of October 31, 2018 , the weighted average interest rate was 5.3% . As our trade accounts receivable increase during the winter heating season, the securitization facility permits us to receive greater proceeds as eligible trade accounts receivable increase, thereby providing additional cash for working capital needs.

The operating partnership

The financing activities discussed above also apply to the operating partnership except for cash flows related to distributions, as discussed below.

Distributions

The operating partnership paid cash distributions of $10.0 million and $9.9 million during the three months ended October 31, 2018 and 2017 , respectively. The operating partnership expects to pay cash distributions of $15.6 million to Ferrellgas Partners in December 2018 to allow it to pay its semi-annual interest on its 8.625% senior notes.

Disclosures about Effects of Transactions with Related Parties

We have no employees and are managed and controlled by our general partner. Pursuant to our partnership agreements, our general partner is entitled to reimbursement for all direct and indirect expenses incurred or payments it makes on our behalf, and all other necessary or appropriate expenses allocable to us or otherwise reasonably incurred by our general partner in connection with operating our business. These reimbursable costs, which totaled $66.1 million for the three months ended October 31, 2018 , include operating expenses such as compensation and benefits paid to employees of our general partner who perform services on our behalf as well as related general and administrative expenses.

Related party common unitholder information consisted of the following:



	Common unit ownership at	Distributions (in thousands) paid during the three months ended
	October 31, 2018	October 31, 2018
Ferrell Companies (1)	22,529,361	$	2,253
FCI Trading Corp. (2)	195,686	20
Ferrell Propane, Inc. (3)	51,204	5
James E. Ferrell (4)	4,763,475	476

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Ferrellgas Partners held by FCI Trading Corp. ("FCI Trading") and Ferrell Propane, Inc. ("Ferrell Propane"), respectively, bringing Ferrell Companies' beneficial ownership to 23.4% at October 31, 2018 .

(2) FCI Trading is an affiliate of the general partner and thus a related party.

(3) Ferrell Propane is controlled by the general partner and thus a related party.

(4) James E. Ferrell is the Interim Chief Executive Officer and President of the general partner; and is Chairman of the Board of Directors of the general partner and thus a related party. JEF Capital Management owns 4,758,859 of these common units and is wholly-owned by the James E. Ferrell Revocable Trust Two and other family trusts, all of which James E. Ferrell and/or his family members are the trustees and beneficiaries. James E. Ferrell holds all voting common stock of JEF Capital Management. The remaining 4,616 common units are held by Ferrell Resources Holding, Inc., which is wholly-owned by the James E. Ferrell Revocable Trust One, for which James E. Ferrell is the trustee and sole beneficiary.

During the three months ended October 31, 2018 , Ferrellgas Partners and the operating partnership together paid the general partner distributions of $0.2 million.

As discussed previously, Ferrellgas Partners was not in compliance with the consolidated fixed charge coverage ratio under its note indenture, and thus was unable to make restricted payments, including distributions to unitholders.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We did not enter into any risk management trading activities during the three months ended October 31, 2018 . Our remaining market risk sensitive instruments and positions have been determined to be “other than trading.”

Commodity price risk management

Our risk management activities primarily attempt to mitigate price risks related to the purchase, storage, transport and sale of propane generally in the contract and spot markets from major domestic energy companies. We attempt to mitigate these price risks through the use of financial derivative instruments and forward propane purchase and sales contracts.

Our risk management strategy involves taking positions in the forward or financial markets that are equal and opposite to our positions in the physical products market in order to minimize the risk of financial loss from an adverse price change. This risk management strategy is successful when our gains or losses in the physical product markets are offset by our losses or gains in the forward or financial markets. Propane related financial derivatives are designated as cash flow hedges.

Our risk management activities include the use of financial derivative instruments including, but not limited to, price swaps, options, futures and basis swaps to seek protection from adverse price movements and to minimize potential losses. We enter into these financial derivative instruments directly with third parties in the over-the-counter market and with brokers who are clearing members with the Intercontinental Exchange or the Chicago Mercantile Exchange. We also enter into forward propane purchase and sales contracts with counterparties. These forward contracts qualify for the normal purchase normal sales exception within GAAP guidance and are therefore not recorded on our financial statements until settled.

Transportation Fuel Price Risk

From time to time, our risk management activities also attempt to mitigate price risks related to the purchase of gasoline and diesel fuel for use in the transport of propane from retail fueling stations. When employed, we attempt to mitigate these price risks through the use of financial derivative instruments.

When employed, our risk management strategy involves taking positions in the financial markets that are not more than the forecasted purchases of fuel for our internal use in the retail and supply propane delivery fleet in order to minimize the risk of decreased earnings from an adverse price change. This risk management strategy locks in our purchase price and is successful when our gains or losses in the physical product markets are offset by our losses or gains in the financial markets. Our transport fuel financial derivatives are not designated as cash flow hedges.

Risk Policy and Sensitivity Analysis

Market risks associated with energy commodities are monitored daily by senior management for compliance with our commodity risk management policy. This policy includes an aggregate dollar loss limit and limits on the term of various contracts. We also utilize volume limits for various energy commodities and review our positions daily where we remain exposed to market risk, so as to manage exposures to changing market prices.

We have prepared a sensitivity analysis to estimate the exposure to market risk of our energy commodity positions. Forward contracts, futures, swaps and options outstanding as of October 31, 2018 and July 31, 2018 , that were used in our risk management activities were analyzed assuming a hypothetical 10% adverse change in prices for the delivery month for all energy commodities. The potential loss in future earnings from these positions due to a 10% adverse movement in market prices of the underlying energy commodities was estimated at $ 16.2 million and $13.7 million as of October 31, 2018 and July 31, 2018 , respectively. The preceding hypothetical analysis is limited because changes in prices may or may not equal 10%, thus actual results may differ. Our sensitivity analysis does not include the anticipated transactions associated with these transactions, which we anticipate will be 100% effective.

Credit risk

We maintain credit policies with regard to our counterparties that we believe significantly minimize overall credit risk. These policies include an evaluation of counterparties’ financial condition (including credit ratings), and entering into agreements with counterparties that govern credit guidelines.

Our other counterparties consist of major energy companies who are suppliers, marketers, wholesalers, retailers, end users and financial institutions. The overall impact due to certain changes in economic, regulatory and other events may impact our

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overall exposure to credit risk, either positively or negatively in that counterparties may be similarly impacted. Based on our policies, exposures, credit and other reserves, management does not anticipate a material adverse effect on financial position or results of operations as a result of counterparty performance.

On June 25, 2018, the FGP Parties and Mr. Ballengee entered into an Omnibus Agreement (the “ Omnibus Agreement ”) that, among other things, terminated and cancelled the Original Secured Promissory Note, the Affiliate Guaranty, the Security Agreement, the Jamex Entities Note Guaranty, the Working Capital Note and the Jamex Entities WCF Guaranty. In connection with the termination and cancellation of such agreements, (1) Mr. Ballengee and Jamex paid Bridger $16.3 million towards the remaining balance due under the Original Secured Promissory Note and Mr. Ballengee executed a new unsecured promissory note in favor of the operating partnership with an original principal amount of $18.3 million (the “ New Promissory Note ”), (2) Bacchus executed a guaranty agreement to guarantee Mr. Ballengee’s obligations under the New Promissory Note, (3) the Partnership agreed to dismiss without prejudice certain indemnification claims against Jamex and any affiliates of Jamex related to the Eddystone litigation and to toll the statute of limitations with respect thereto, and to dismiss with prejudice the tortious interference claim asserted by the Partnership against Mr. Ballengee related to the Eddystone litigation, and (4) Mr. Ballengee agreed to dismiss with prejudice, or cause to be dismissed, all counterclaims by him or his affiliates, as the case may be, with respect to such actions. If we are unable to collect the amounts owed under the New Promissory Note, it could have a material and adverse impact on our cash flows, liquidity and results of operations.

Interest rate risk

At October 31, 2018 , we had a total of $365.0 million in variable rate secured credit facility and collateralized note payable borrowings. Thus, assuming a one percent increase in our variable interest rate, our interest rate risk related to these borrowings would result in a reduction to future earnings of $3.7 million for the twelve months ending October 31, 2019. The preceding hypothetical analysis is limited because changes in interest rates may or may not equal one percent, thus actual results may differ. Our results of operations, cash flows and financial condition could be materially adversely affected by significant increases in interest rates.

ITEM 4. CONTROLS AND PROCEDURES

An evaluation was performed by the management of Ferrellgas Partners, L.P., Ferrellgas Partners Finance Corp., Ferrellgas, L.P., and Ferrellgas Finance Corp., with the participation of the principal executive officer and principal financial officer of our general partner, of the effectiveness of our disclosure controls and procedures. Based on that evaluation, our management, including our principal executive officer and principal financial officer, concluded that our disclosure controls and procedures, as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act, were effective.

The management of Ferrellgas Partners, L.P., Ferrellgas Partners Finance Corp., Ferrellgas, L.P., and Ferrellgas Finance Corp. does not expect that our disclosure controls and procedures will prevent all errors and all fraud. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Based on the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the above mentioned partnerships and corporations have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events. Therefore, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Our disclosure controls and procedures are designed to provide such reasonable assurances of achieving our desired control objectives, and the principal executive officer and principal financial officer of our general partner have concluded, as of October 31, 2018 , that our disclosure controls and procedures are effective in achieving that level of reasonable assurance.

During the most recent fiscal quarter ended October 31, 2018 , there have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) or Rule 15d-15(f) of the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Our operations are subject to all operating hazards and risks normally incidental to handling, storing, transporting and otherwise providing for use by consumers of combustible liquids such as propane and, prior to the sales of midstream operations in fiscal 2018, crude oil. As a result, at any given time, we can be threatened with or named as a defendant in various lawsuits arising in the ordinary course of business. Other than as discussed below, we are not a party to any legal proceedings other than various claims and lawsuits arising in the ordinary course of business. It is not possible to determine the ultimate disposition of these matters; however, management is of the opinion that there are no known claims or contingent claims that are reasonably expected to have a material adverse effect on our consolidated financial condition, results of operations and cash flows.

We have been named as a defendant, along with a competitor, in putative class action lawsuits filed in multiple jurisdictions. The lawsuits, which were consolidated in the Western District of Missouri on October 16, 2014, allege that we and a competitor coordinated in 2008 to reduce the fill level in barbeque cylinders and combined to persuade a common customer to accept that fill reduction, resulting in increased cylinder costs to direct customers and end-user customers in violation of federal and certain state antitrust laws. The lawsuits seek treble damages, attorneys’ fees, injunctive relief and costs on behalf of the putative class. These lawsuits have been consolidated into one case by a multidistrict litigation panel. The Federal Court for the Western District of Missouri initially dismissed all claims brought by direct and indirect customers other than state law claims of indirect customers under Wisconsin, Maine and Vermont law. The direct customer plaintiffs filed an appeal, which resulted in a reversal of the district court’s dismissal. We filed a petition for a writ of certiorari which was denied. An appeal by the indirect customer plaintiffs resulted in the court appeals affirming the dismissal of the federal claims and remanding the case to the district court to decide whether to exercise supplemental jurisdiction over the remaining state law claims. We believe we have strong defenses to the claims and intend to vigorously defend against the consolidated case. We do not believe loss is probable or reasonably estimable at this time related to the putative class action lawsuit.

We have been named, along with several current and former officers, in several class action lawsuits alleging violations of certain securities laws based on alleged materially false and misleading statements in certain of our public disclosures. The lawsuits, the first of which was filed on October 6, 2016 in the Southern District of New York, seek unspecified compensatory damages. Derivative lawsuits with similar allegations have been filed naming Ferrellgas and several current and former officers and directors as defendants. On April 2, 2018, the securities class action lawsuits were dismissed with prejudice. On April 30, 2018, the plaintiffs filed a notice of appeal to the United States Court of Appeals for the Second Circuit and the parties are preparing appellate briefs. At this time the derivative lawsuits remain stayed by agreement. We believe that we have defenses and will vigorously defend these cases. We do not believe loss is probable or reasonably estimable at this time related to the putative class action lawsuits or the derivative actions.

We and Bridger Logistics, LLC, have been named, along with two former officers, in a lawsuit filed by Eddystone Rail Company ("Eddystone") on February 2, 2017 in the Eastern District of Pennsylvania (the "EDPA Lawsuit"). Eddystone indicated that it has prevailed or settled an arbitration against Jamex Transfer Services (“JTS”), then named Bridger Transfer Services, a former subsidiary of Bridger Logistics, LLC (“Bridger”). The arbitration involved a claim against JTS for money due for deficiency payments under a contract for the use of an Eddystone facility used to offload crude from rail onto barges. Eddystone alleges that we transferred assets out of JTS prior to the sale of the membership interest in JTS to Jamex Transfer Holdings, and that those transfers should be avoided so that the assets can be used to satisfy the amount owed by JTS to Eddystone under the arbitration. Eddystone also alleges that JTS was an “alter ego” of Bridger and Ferrellgas. We believe that we and Bridger have valid defenses to these claims and to Eddystone’s primary claim against JTS on the contract claim. The lawsuit does not specify a specific amount of damages that Eddystone is seeking; however, we believe that the amount of such damage claims, if ultimately owed to Eddystone, could be material. We intend to vigorously defend this claim. The lawsuit is in its early stages; as such, management does not currently believe a loss is probable or reasonably estimable at this time. On August 24, 2017, we filed a third-party complaint against JTS, Jamex Transfer Holdings, and other related persons and entities (the "Third-Party Defendants"), asserting claims for breach of contract, indemnification of any losses in the EDPA Lawsuit, tortious interference with contract, and contribution. On June 25, 2018, we entered into an agreement with the Third-Party Defendants which, among other things, resulted in a dismissal of the claims against the Third-Party Defendants from the lawsuit.

ITEM 1A. RISK FACTORS

There have been no material changes from the risk factors set forth under Part I, Item 1A. "Risk Factors" in our Annual Report on Form 10-K for fiscal 2018.

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ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS

The exhibits listed below are furnished as part of this Quarterly Report on Form 10-Q. Exhibits required by Item 601 of Regulation S-K of the Securities Act, which are not listed, are not applicable.



		Exhibit Number		Description
		3.1		Certificate of Limited Partnership of Ferrellgas Partners, L.P. Incorporated by reference to Exhibit 3.1 to our Annual Report on Form 10-K filed September 29, 2015.
		3.2		Fifth Amended and Restated Agreement of Limited Partnership Agreement of Ferrellgas Partners, L.P.
		3.3		Certificate of Incorporation of Ferrellgas Partners Finance Corp. filed with the Delaware Division of Corporations on March 28, 1996. Incorporated by reference to Exhibit 3.6 to our registration statement on Form S-3 filed March 6, 2009.
		3.4		Bylaws of Ferrellgas Partners Finance Corp. adopted as of April 1, 1996. Incorporated by reference to Exhibit 3.7 to our registration statement on Form S-3 filed March 6, 2009.
		3.5		Certificate of Limited Partnership of Ferrellgas, L.P. Incorporated by reference to Exhibit 3.9 to our Annual Report on Form 10-K filed September 29, 2015.
		3.6		Third Amended and Restated Agreement of Limited Partnership of Ferrellgas, L.P. dated as of April 7, 2004. Incorporated by reference to Exhibit 3.5 to our registration statement on Form S-3 filed March 6, 2009.
		3.7		Certificate of Incorporation of Ferrellgas Finance Corp. filed with the Delaware Division of Corporations on January 16, 2003. Incorporated by reference to Exhibit 3.8 to our registration statement on Form S-3 filed March 6, 2009.
		3.8		Bylaws of Ferrellgas Finance Corp. adopted as of January 16, 2003. Incorporated by reference to Exhibit 3.9 to our registration statement on Form S-3 filed March 6, 2009.
		4.1		Specimen Certificate evidencing Common Units representing Limited Partner Interests. Incorporated by reference to Exhibit A of Exhibit 3.1 to our registration statement on Form S-3 filed March 6, 2009.
		4.2		Indenture dated as of November 4, 2013 with form of Note attached, by and among Ferrellgas, L.P., Ferrellgas Finance Corp. and U.S. Bank National Association, as trustee, relating to $475 million aggregate amount of the Registrant’s 6 3/4% Senior Notes due 2022. Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed November 5, 2013; File No. 001-11331; 000-50182; 000-50183 and 333-06693.
		4.3		Indenture dated as of April 13, 2010, among Ferrellgas Partners, L.P., Ferrellgas Partners Finance Corp. and U.S. Bank National Association, as trustee, relating to $280 million aggregate amount of the Registrant’s 8 5/8% Senior Notes due 2020. Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed April 13, 2010; File No. 001-11331; 000-50182; 000-50183 and 333-06693.
		4.4		First Supplemental Indenture dated as of April 13, 2010, with form of Note attached, by and among Ferrellgas Partners, L.P., Ferrellgas Partners Finance Corp. and U.S. Bank National Association, as trustee, relating to $280 million aggregate amount of the Registrant’s 8 5/8% Senior Notes due 2020. Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed April 13, 2010; File No. 001-11331; 000-50182; 000-50183 and 333-06693.
		4.5		Second Supplemental Indenture dated as of January 30, 2017, by and among Ferrellgas Partners, L.P., Ferrellgas Partners Finance Corp. and U.S. Bank National Association, as trustee. Incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K filed January 30, 2017.
		4.6		Indenture dated as of November 24, 2010, by and among Ferrellgas, L.P., Ferrellgas Finance Corp. and U.S. Bank National Association, as trustee, relating to $500 million aggregate amount of the Registrant’s 6 1/2% Senior Notes due 2021. Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed November 30, 2010; File No. 001-11331; 000-50182; 000-50183 and 333-06693.
		4.7		Registration Rights Agreement dated as of December 17, 1999, by and between Ferrellgas Partners, L.P. and Williams Natural Gas Liquids, Inc. Incorporated by reference to Exhibit 4.6 to our Annual Report on Form 10-K filed September 29, 2014.
		4.8		First Amendment to Registration Rights Agreement dated as of March 14, 2000, by and between Ferrellgas Partners, L.P. and Williams Natural Gas Liquids, Inc. Incorporated by reference to Exhibit 4.7 to our Annual Report on Form 10-K filed September 29, 2014.
		4.9		Second Amendment to Registration Rights Agreement dated as of April 6, 2001, by and between Ferrellgas Partners, L.P. and The Williams Companies, Inc. Incorporated by reference to Exhibit 4.8 to our Annual Report on Form 10-K filed September 29, 2014.
		4.10		Third Amendment to Registration Rights Agreement dated as of June 29, 2005, by and between Ferrellgas Partners, L.P. and JEF Capital Management, Inc. Incorporated by reference to Exhibit 4.13 to our Quarterly Report on Form 10-Q filed June 9, 2010; File No. 001-11331; 000-50182; 000-50183 and 333-06693.
		4.11		Indenture, dated June 8, 2015, by and among Ferrellgas, L.P., Ferrellgas, Finance Corp. the subsidiary guarantors party thereto, and U.S. Bank National Association, as trustee, relating to $500 million aggregate amount of the Registrant’s 6 3/4% Senior Notes due 2023. Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed June 8, 2015.

E-1

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	4.12	Registration Rights Agreement dated as of January 30, 2017 by and among Ferrellgas Partners, L.P., Ferrellgas Partners Finance Corp. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the initial purchasers referred to therein. Incorporated by reference to Exhibit 4.4 to our Current Report on Form 8-K filed January 30, 2017.
	10.1	Credit Agreement dated as of November 2, 2009, among Ferrellgas, L.P. as the borrower, Ferrellgas, Inc. as the general partner of the borrower, Bank of America, N.A. as administrative agent, swing line lender and L/C issuer, and the lenders party hereto. Incorporated by reference to Exhibit 10.1 to our Annual Report on Form 10-K filed September 29, 2014.
	10.2	Amendment No. 1 to Credit Agreement dated as of September 23, 2011, by and among Ferrellgas, L.P. as the borrower, Ferrellgas, Inc. as the general partner of the borrower, Bank of America, N.A. as administrative agent, swing line lender and L/C issuer, and the lenders party hereto. Incorporated by reference to Exhibit 10.2 to our Annual Report on Form 10-K filed September 26, 2011; File No. 001-11331; 000-50182; 000-50183 and 333-06693.
	10.3	Amendment No. 2 to Credit Agreement dated as of October 21, 2013, by and among Ferrellgas, L.P. as the borrower, Ferrellgas, Inc. as the general partner of the borrower, Bank of America, N.A. as administrative agent, swing line lender and L/C issuer, and the lenders party hereto. Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed October 23, 2013; File No. 001-11331; 000-50182; 000-50183 and 333-06693.
	10.4	Amendment No. 3 to Credit Agreement dated as of June 6, 2014, by and among Ferrellgas, L.P. as the borrower, Ferrellgas, Inc. as the general partner of the borrower, Bank of America, N.A. as administrative agent, swing line lender and L/C issuer, and the lenders party hereto. Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed June 9, 2014.
	10.5	Amendment No. 4 to Credit Agreement and Amendment No. 2 to Security Agreement, dated as of May 29, 2015, by and among Ferrellgas, L.P. as the borrower, Ferrellgas, Inc. as the general partner of the borrower, Bank of America, N.A. as administrative agent, swing line lender and L/C issuer, and the lenders party hereto. Incorporated by reference to Exhibit 10.5 to our Quarterly Report on Form 10-Q filed June 9, 2015.
	10.6	Amendment No. 5 to Credit Agreement dated as of September 27, 2016, by and among Ferrellgas, L.P. as the borrower, Ferrellgas, Inc. as the general partner of the borrower, Bank of America, N.A. as administrative agent, swing line lender and L/C issuer, and the lenders party hereto. Incorporated by reference to Exhibit 10.37 to our Current Report on Form 10-K filed September 28, 2016.
	10.7	Amendment No. 6 to Credit Agreement and Amendment No. 3 to Security Agreement, dated as of April 28, 2017, by and among Ferrellgas, L.P. as the borrower, Ferrellgas, Inc. as the general partner of the borrower, Bank of America, N.A. as administrative agent, swing line lender and L/C issuer, and the lenders party hereto. Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed May 2, 2017.
+	10.8	Financing Agreement, dated as of May 4, 2018, among Ferrellgas, L.P., Ferrellgas, Inc., as the general partner of Ferrellgas, L.P., certain subsidiaries of Ferrellgas, L.P., as guarantors, the lenders party thereto, TPG Specialty Lending, Inc. as administrative agent, collateral agent and lead arranger, and PNC Bank, National Association, as syndication agent. Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed September 7, 2018.
	10.9	Amended and Restated Receivable Sale Agreement dated as of January 19, 2012, between Ferrellgas, L.P. and Blue Rhino Global Sourcing, Inc., as originators, and Ferrellgas Receivables, LLC, as buyer. Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed January 20, 2012; File No. 001-11331; 000-50182; 000-50183 and 333-06693.
	10.10	Receivables Purchase Agreement dated as of January 19, 2012, among Ferrellgas Receivables, LLC, as seller, Ferrellgas, L.P., as servicer, the purchasers from time to time party hereto, Fifth Third Bank and SunTrust Bank, as co-agents, and Wells Fargo Bank, N.A., as administrative agent. Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed January 20, 2012; File No. 001-11331; 000-50182; 000-50183 and 333-06693.
	10.11	First Amendment to Receivables Purchase Agreement dated as of April 30, 2012, among Ferrellgas Receivables, LLC, as seller, Ferrellgas, L.P., as servicer, the purchasers from time to time party hereto, Fifth Third Bank and SunTrust Bank, as co-agents, and Wells Fargo Bank, N.A., as administrative agent. Incorporated by reference to Exhibit 10.5 to our Quarterly Report on Form 10-Q filed June 8, 2012; File No. 001-11331; 000-50182; 000-50183 and 333-06693.
	10.12	Second Amendment to Receivables Purchase Agreement dated as of April 1, 2014, among Ferrellgas Receivables, LLC, as seller, Ferrellgas, L.P., as servicer, the purchasers from time to time party hereto, Fifth Third Bank and SunTrust Bank, as co-agents, and Wells Fargo Bank, N.A., as administrative agent. Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed April 4, 2014.
	10.13	Third Amendment to Receivables Purchase Agreement dated as of July 27, 2016, among Ferrellgas Receivables, LLC, as seller, Ferrellgas, L.P., as servicer, the purchasers from time to time party hereto, Fifth Third Bank and SunTrust Bank, as co-agents, and Wells Fargo Bank, N.A., as administrative agent. Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed July 27, 2016.
	10.14	Fourth Amendment to Receivables Purchase Agreement dated as of September 27, 2016, among Ferrellgas Receivables, LLC, as seller, Ferrellgas, L.P., as servicer, the purchasers from time to time party hereto, Fifth Third Bank and SunTrust Bank, as co-agents, and Wells Fargo Bank, N.A., as administrative agent. Incorporated by reference to Exhibit 10.38 to our Current Report on Form 10-K filed September 28, 2016.
	10.15	Amendment No. 5 to Receivables Purchase Agreement dated as of April 28, 2017, among Ferrellgas Receivables, LLC, as seller, Ferrellgas, L.P., as servicer, the purchasers from time to time party hereto, Fifth Third Bank and SunTrust Bank, as co-agents, and Wells Fargo Bank, N.A., as administrative agent. Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed May 2, 2017.
+	10.16	Amendment No. 7 to Receivables Purchase Agreement, dated as of May 14, 2018, among Ferrellgas Receivables, LLC, as seller, Ferrellgas, L.P., as servicer, the purchasers party thereto, Fifth Third Bank and PNC Bank, National Association, as co-agents, and Wells Fargo Bank, N.A. as administrative agent. Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed September 7, 2018.
#	10.17	Ferrell Companies, Inc. Supplemental Savings Plan, as amended and restated effective January 1, 2010. Incorporated by reference to Exhibit 10.14 to our Quarterly Report on Form 10-Q filed March 10, 2010; File No. 001-11331; 000-50182; 000-50183 and 333-06693.
#	10.18	Ferrell Companies, Inc. 1998 Incentive Compensation Plan, as amended and restated effective October 11, 2004. Incorporated by reference to Exhibit 10.9 to our Annual Report on Form 10-K filed September 29, 2014.

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	#	10.19	Amendment to Ferrell Companies, Inc. 1998 Incentive Compensation Plan, dated as of March 7, 2010. Incorporated by reference to Exhibit 10.7 to our Quarterly Report on Form 10-Q filed June 9, 2010; File No. 001-11331; 000-50182; 000-50183 and 333-06693.
	#	10.20	Employment, Confidentiality, and Noncompete Agreement dated as of July 17, 1998 by and among Ferrell Companies, Inc. as the company, Ferrellgas, Inc. as the company, James E. Ferrell as the executive and LaSalle National Bank as trustee of the Ferrell Companies, Inc. Employee Stock Ownership Trust. Incorporated by reference to Exhibit 10.11 to our Annual Report on Form 10-K filed September 29, 2014.
	#	10.21	Form of Director/Officer Indemnification Agreement, by and between Ferrellgas, Inc. and each director and executive officer. Incorporated by reference to Exhibit 10.16 to our Quarterly Report on Form 10-Q filed March 9, 2012; File No. 001-11331; 000-50182; 000-50183 and 333-06693.
	#	10.22	Ferrell Companies, Inc. 2015 Deferred Appreciation Rights Plan, dated as of July 31, 2015. Incorporated by reference to Exhibit 10.23 to our Annual Report on Form 10-K filed September 29, 2015.
	#	10.23	Employment agreement dated July 10, 2015 by and between Ferrellgas, Inc. as the company and Alan C. Heitmann as the executive. Incorporated by reference to Exhibit 99.1 to our Current Report on Form 8-K filed July 15, 2015.
	#	10.24	Employment agreement dated as of May 28, 2015 by and between Ferrellgas, Inc. as the company and Thomas M. Van Buren as the executive. Incorporated by reference to Exhibit 10.27 to our Annual Report on Form 10-K filed September 29, 2015.
	#	10.25	Thomas M. Van Buren Agreement and Release. Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed September 15, 2017.
		10.26	Purchase Agreement dated January 24, 2017 by and among Ferrellgas Partners, L.P., Ferrellgas Partners Finance Corp., Ferrellgas, L.P., Ferrellgas, Inc. and the initial purchasers named therein. Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed January 30, 2017.
	#	10.27	Doran N. Schwartz offer letter dated as of September 8, 2017. Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed September 22, 2017.
	#	10.28	Voluntary Retirement and Release dated March 8, 2018 by and between Randy V. Schott and Ferrellgas, Inc., Ferrell Companies, Inc., Ferrellgas Partners, L.P. and Ferrellgas, L.P. Incorporated by reference to Exhibit 10.45 to our Quarterly Report on Form 10-Q filed March 8, 2018.
*		31.1	Certification of Ferrellgas Partners, L.P. pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.
*		31.2	Certification of Ferrellgas Partners Finance Corp. pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.
*		31.3	Certification of Ferrellgas, L.P. pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.
*		31.4	Certification of Ferrellgas Finance Corp. pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.
*		32.1	Certification of Ferrellgas Partners, L.P. pursuant to 18 U.S.C. Section 1350.
*		32.2	Certification of Ferrellgas Partners Finance Corp. pursuant to 18 U.S.C. Section 1350.
*		32.3	Certification of Ferrellgas, L.P. pursuant to 18 U.S.C. Section 1350.
*		32.4	Certification of Ferrellgas Finance Corp. pursuant to 18 U.S.C. Section 1350.
*		101.INS	XBRL Instance Document.
*		101.SCH	XBRL Taxonomy Extension Schema Document.
*		101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.
*		101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.
*		101.LAB	XBRL Taxonomy Extension Label Linkbase Document.
*		101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.

		*	Filed herewith
		#	Management contracts or compensatory plans.
		+	Confidential treatment has been granted with respect to certain portions of this exhibit. Omitted portions have been filed separately with the SEC.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



		FERRELLGAS PARTNERS, L.P.
		By Ferrellgas, Inc. (General Partner)

Date:	December 6, 2018	By	/s/ William E. Ruisinger
			William E. Ruisinger
			Interim Chief Financial Officer; Treasurer (Principal Financial and Accounting Officer)


		FERRELLGAS PARTNERS FINANCE CORP.

Date:	December 6, 2018	By	/s/ William E. Ruisinger
			William E. Ruisinger
			Interim Chief Financial Officer and Sole Director


		FERRELLGAS, L.P.
		By Ferrellgas, Inc. (General Partner)

Date:	December 6, 2018	By	/s/ William E. Ruisinger
			William E. Ruisinger
			Interim Chief Financial Officer; Treasurer (Principal Financial and Accounting Officer)


		FERRELLGAS FINANCE CORP.

Date:	December 6, 2018	By	/s/ William E. Ruisinger
			William E. Ruisinger
			Interim Chief Financial Officer and Sole Director

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TABLE OF CONTENTS

Part I - Financial Information Item 1. Financial State Ments (unaudited)Item 1. Financial State Item 2. Management's Discussion and Analysis Of Financial Condition and Results Of Operations Item 3. Quantitative and Qualitative Disclosures About Market Risk Item 4. Controls and Procedures Part II - Other Information Item 1. Legal Proceedings Item 1A. Risk Factors Item 2. Unregistered Sales Of Equity Securities and Use Of Proceeds Item 3. Defaults Upon Senior Securities Item 4. Mine Safety Disclosures Item 5. Other Information Item 6. Exhibits

Ferrellgas Partners, L.P.:

Large accelerated filer o

Accelerated filer x

Non-accelerated filer o

Smaller reporting company o

Emerging growth company ☐